Agents of SHIELD: The Lonely Mountain
by TheLycanKing
Summary: After the Cosmic Cube transported Agent Coulson and his team to the planet Arda, located in another solar system far from Earth, they join a company of dwarves led by the Dwarf King Thorin Oakenshield to reclaim the city of Erebor.
1. Chapter 1

Coulson woke up with a gasp and called out to any of his teammates as he wondered through the inside of the damaged Bus. "Is everybody alright?!"

"I'm over here!" Skye called back, waving her hand.

"Skye." Coulson breathed in relief, and over to her and checked if there were any injuries. "You okay?"

"Yeah." Skye gasped, taking a moment to stand herself up. "I'll live." She looks around in confusion. "Can somebody just tell me what just happened?"

"It was the cube." Coulson answered. "It must've done something."

Skye walked over to one of the windows and noticed something. "It's still the middle of the day, and you might be surprised, we have just landed."

"May." Coulson responded immediately. "She must've landed."

"Okay, she would find her and the others." Skye suggested.

"Good idea, call me if you find anyone." Coulson ordered.

Coulson runs to the cockpit and to his relief, saw that it was May, who was lying unconscious, but with her seatbelt fastened. Coulson checks on her.

"May?" Coulson whispered as he shook her softly. "May?"

"Hmmmm." May groaned.

"Agent May, I need you right now in all the world." Coulson encouraged her to wake up and sighed. "Please."

"Yes sir." May groaned twice with her eye lids tighly shut. Seconds pass, she raised her head up and opened her eyes at last. She looks at Coulson and speaks normally, but confused. "Have we landed?"

"Yeah." Coulson nodded. "Are you hurt?"

"A little." May replied and nodded her head. "But I'll manage."

"Good, because we need you to send a distress call." Coulson ordered her. "Can you get Director Fury or Agent Hand in the line?"

"I'll do my best, sir." May complied weakly.

Outside the Bus, Coulson, Skye, Grant, Fitz, Jemma, and May saw themselves surrounded by a greenish forest.

"So where are we exactly?" Fitz asked.

"Who knows?" Skye said to him. "I've been spending a least an hour on my work-pad, and it doesn't seem to tell me where we are now."

"Okay, that sounds bad." Grant sighed slightly.

"I managed to leave S.H.I.E.L.D. message and a signal." Coulson said to the group. "If Director Fury gets this, then I'm sure he'll send backup."

"So… does that mean we have to stay here and wait?" Fitz asked.

"Probably one of us should stay and look out for the Bus." Jemma suggested.

"Not to worry, I managed to plant a few tracking devices." May told her and turned to face Coulson. "And one behind the back of Coulson, just in case."

"Yeah, thanks for that, May." Coulson pretended to acknowledge that and gave her a thumb up. "Though, it itches a bit, but I can manage."

"You just had to say it." May pretended to smile.

"So, you placed a tracking device on the Bus and Coulson, so that way S.H.I.E.L.D… can find us?" Skye asked that.

"That's right." Coulson replied and gave her a nod when he showed her his wristband which revealed a hologram of the area where the team and the Bus was. "Ward and I were able to map this whole area. We can go forward and find water if necessary."

"So we're all going together?" Fitz asked, not sounding thrilled by this. "What happens if we got lost?"

"If we're far away, then this map of mine show us the way back to the Bus or even better, we have a signal." Coulson explained. "So that means?"

"Means we won't get lost." Jemma scoffed and sounded quite excited. "Let's pack up our belongings then." She ran back inside the Bus.

"Hey, wait!" Fitz called and ran after her.

Skye walks up to Coulson and asked. "You sure you know what your doing?"

"I am." Coulson answered. "Even if we're not on Earth, then I guess we know that we're on a different planet."

For numerous hours, Coulson and his team had been wondering the woods, checking and searching for any streams, rivers, or lakes to get water, but now it was getting close to dark. That was when a shocking discovery caught the attention of the entire team.

"Is that… smoke?" Skye asked, pointing at the direction where the smoke was coming from.

"And so it is." Grant sighed in relief. "Looks like we're not the only ones here."

"Probably campers." Coulson assumed.

"So far good then." Jemma said, feeling a bit relieved. "Maybe we're stuck in California."

"I don't think so." Ward said, not wanting to think that.

"So far, I can hear the sound of loud laughter." May said, walking ahead of the team. "We must be getting close, but I suggest precaution."

"Ah forget precaution, all we need to do is ask these campers where are." Fitz argued.

"C'mon Fitz, that's an order." Grant ordered.

"Fine." Fitz sighed.

While Coulson, Fitz, Jemma, and Skye were walking ahead, Ward walks up to her and decides to have a chat with her.

"So where's your sidearm?" Ward asked.

May looks at him and replied. "I have it hidden, but if I need it, I'll use it."

"Right. I forgot I was working with 'The Cavalry'." Ward recalled.

May tenses hearing this and shoots Ward a glare. "Don't ever call me that."

"Apologies." Ward said and decided to tell something. "But I heard the stories, what went down in Bahrain, about you in action. You know, it was smart of Coulson to pull you out of retirement. It's nice to have a trusted friend who has your back."

May didn't want to reply to him about anything of what had happened back in Bahrain. Instead, she walked away from him, giving Ward a sigh. The team was getting close to the camping spot, and as they hid, they noticed two campers were sitting around a fire on which a cauldron of something is cooking. The first camper, who was called Bert, was the cook stirring the cauldron and wearing an apron. The second one was sitting down, wearing a dirty vest and carried a dirty handkerchief.

"Wow." Skye breathed in shock. "And for a second, I thought they were ordinary campers, but it doesn't seem they are."

"What the bloody hell are those… giants?" Fitz asked quietly.

"What is this, Jack and the Giant Beanstalk?" Skye asked quietly with a scoff.

"Now we know for sure that this planet we're on is not home." May whispered directly to Coulson.

"Yeah." Coulson whispered, nodding his head.

"What a wonderful surprise." Jemma whispered, intrigued by this. "Isn't it Fitz?"

"Yeah." Fitz smiled, pretendly.

"Mutton yesterday, mutton today, and blimey, if it don't look like mutton again tomorrow." Bert spoke.

"Mutton?" Skye asked quietly, confused of what that word meant. "What does that mean?"

"It means the flesh of a sheep." Fitz answered quietly.

"They eat sheep?" Skye whispered that question, looking shocked and disgusted. "Ah."

"Well, who knows what those smelly barbarians eat." Grant whispered sharply.

Coulson noticed another giant walking towards the fire, carrying a pony under each arm. "Don't keep your hopes up, cause there's another one coming with two helpless ponies."

Jemma was horrified and gasped quietly when she saw this. "They're going to eat ponies? Not ponies."

"What seems to be the problem?" Skye asked, looking at her with a slight grin on her face.

"Ponies are so soft, cuddly, lovely, and adorable animals." Jemma expressed her feeling softly about ponies.

"Well, there's nothing we can do, cause what Ward said, they are smelly." May talked about the giants.

"Do you think one of us should go over there and make contact with them?" Skye asked, suggesting an idea.

"Good idea, but none of us should risk that." Coulson said, agreeing to the plan, but didn't want to go along the plan.

"So that means we won't save the poor ponies?" Jemma asked quietly with a sad-look on her face.

"No." Coulson, May, and Grant whispered together.

Bert continued to stir his homemade mutton meal in the cauldron as he continued to talk to his brother William. "Every time, always mutton."

"Ah, wish we can have something else." William complained.

"Quit yer' griping." The other troll said, who was named Tom, continued to hold the two horses on each side of his arms and gave out a grin. "These ain't sheep. These is West Nags!" He places the two ponies in a pen with two other ponies he grabbed. "Besides, these young fellas will make a fine meal for tomorrow night."

"Oh, I don't like horse." William complained again, disgusted as he sniffed his nose and rubbed with his fingers. "I never have. Not enough fat on them."

"Well, it's better than leathery old farmer." Bert said, recalling what he ate before. "All skin and bone, he was. I'm still pickin' bits of him out of me teef."

"AH-CHOO!" William sneezed very loud, sending snot into the boiling pot and liquid was heard splashing from inside.

"Well, that's lovely, that is, a floater." Bert remarked on that.

"Oh, might improve the flavor!" Tom added, thinking how good this stew would be with William's snot in it.

"Ah! There's more where that came from." William said, offering to provide more of his snot to impress Tom and let out a disgusting snort.

Bert noticed what he was about to and he quickly grabbed William by the nose, but not with a happy face, but an angry one as he shouted. "Oh no you don't!"

"OW!" William squealed as Bert still held him by the nose.

"Now sit down, and don't even think of sneezing in the pot again!" Bert yelled at his brother and threw him down. "I just cooked this dinner tonight! Last meal I had in mind was ruined!"

"Well you know that wasn't my fault!" William complained.

"It doesn't matter whose fault it was, it was still ruined." Bert recalled what had happened. "Just use your handkerchief for blimey sake."

"AH-AH-CHOO!" William sneezed again, but this time using his handkerchief he pulls out from behind him and snorted for a very long time. He groaned as he put his handkerchief away and turned to face the ponies. "Well, I hope you're gonna gut these nags. But I don't like the stinky parts."

Bert turned to see William up from his seat and was very infuriated as he hit him very hard with his ladle that he used for stirring.

"I said sit down!" Bert exclaimed.

"OW!" William squealed in pain.

"Doesn't seem these guys know how to make a fine meal." Coulson whispered.

"More likely they're disgusting." Skye said, disgusted of what they were doing during the meal.

"Sssh, keep your voice down." May whispered sharply to her. "You don't want them to hear us."

"Sorry." Skye whispered apologetically.

Suddenly, Tom began to sniff through the air, catching a scent of something.

"You smell that?" Tom asked, sniffing through the air.

"What do you smell?" Bert wanted to know.

"Smells like man-flesh." Tom described the scent.

"Ah you must be smelling things." Bert grumbled. "Must've been the flesh we had a couple of sundowns ago and its still rotting."

"Ah, its not that." Tom argued and sniffed again through the air. "I swear to you, I smell the scent of living human flesh, and it smells close to me."

"Maybe there's more we can fetch." William assumed.

"There is no more!" Bert exclaimed to that. "We're having our today's dinner and I don't want it spoiled!"

"Well I'm starving, so are we having horse tonight or wot?!" Tom asked Bert, complaining on what meal he was wanting to have.

"Shut your cakehole." Bert said, sounding quite annoyed of Tom's complaining for food. "You'll eat what I give ya."

"How come he's the cook?" Tom asked, annoyed by this. "Everything tastes the same. Everything tastes like chicken."

"Except the chicken." William added.

"Well it tastes like fish." Tom guessed.

"I'm just saying, a little appreciation would be nice." Bert said, but when he heard a pony neighing lightly, he paused for one moment and then decided to go on talking and stirring. "Here's what I want. How bout; 'Thank you very much, Bert. Lovely stew, Bert'. How hard is that?" He noticed something was missing. "Hmm, it just needs a sprinkle of squirrel dung." He managed to find the squirrel dung in the stew. "Here…" That was when he turns to face William angrily, seeing him picking up a mug of grog. "That's my grog!"

Tom chuckles nervously. "Uhh, uhh. Uhhhhh ha… sorry."

Bert hits William with his ladle again, knocking him down and took a couple of seconds to get himself up and sits back down. After seeing how hot the stew was, Bert decided to be the first to taste it in his ladle.

"Ooh, that is beautifully balanced, that is." Bert remarked the taste of the stew he made. He turns to William and lets him taste some of it in the ladle. "Wrap your around that, mate. Eh? Good, innit? Heh, heh, heh. That's why I'm the cook."

"Oh, me guts are grumbling." Tom groaned. "I've got to snaffle something. Flesh I need, flesh."

William stand up and scratches his bottom and then sits himself down. As he was about to sneeze, he reaches behind for his handkerchief and sneeze once again, but once he did, he suddenly noticed that what he sneezed at was not his handkerchief. It was a small person. This individual had no shoes, but hairy feet. It was shock that surprised Coulson and his team, seeing all the snot all over the poor fella.

"AAH BLIMEY!" William screamed in alarm and was quite shocked on what he was holding in his hand. "Bert! Bert! Look what's come out of me hooter! It's got arms and legs and everyfing."

"Oh no." Skye breathed in shock.

"What is it?" Tom asked, staring at the little folk.

"I don't know, but I don't like the way it wriggles around." William responded in nervous tone, shaking the little folk off the napkin and onto the ground.

The little folk quickly stands up and tries to figure out a way to escape, but he couldn't since Tom and William blocked his way to escape.

"What are you then? An oversized squirrel?" Tom asked, wondering who he was and threatened him with a filleting knife.

"I'm a burglar- uhh, Hobbit." The Hobbit answered correctly, but foolishly added two words by mistake.

"A Burglar Hobbit?" William asked, confused.

"Can we cook him?" Tom suggested in eating the young hobbit.

"We can try!" William growled and giggled.

William tries to grab the hobbit, but he dodges, only to be cornered by Bert, who pressing him with his laddle.

"He wouldn't make more than a mouthful, not when he's skinned and boned!" Bert suggested something else.

The hobbit quickly turns away, only for Tom to corner him and hold his filleting knife in front of him.

"Perhaps there's more Burglar Hobbits around these parts." Tom stated, thinking there was more of the hobbit's species that can be found. "Might be enough for a pie."

Just as Tom pushed his knife into the hobbit, he eventually tries to run away from the nasty, ugly giants who were planning to eat him up for a second part of dinner of the ongoing night.

"Grab him!" Bert ordered, trying to grab the hobbit.

"It's too quick!" William shouted.

As the trolls try to catch the hobbit, who was running around trying to dodge them, Bert accidentally hits William with his ladle while trying to hit Bilbo.

"Come here, you little..." Tom growled ferociously until he eventually caught the young hobbit by the legs and held him upside down. "Gotcha! Now... are there any more of you little fellas hiding where you shouldn't?"

"Nope." The Hobbit answered, shaking his head. "Just me."

William walks behind the dangling hobbit and growled. "He's lying."

"No I'm not!" Bilbo said, trying to get out of this.

"Hmm, how do we get him to talk?" Tom asked.

"Hold his toes over the fire." William decided. "Make him squeal."

That was when Coulson, Ward, and May come out of the bushes and aim their guns directly at the giants while Skye, Fitz, and Jemma were behind them.

"Put him down now!" Coulson yelled at them, threatening them.

William turns around and was surprised to see humans. "I knew it! I knew there were humans wondering about!"

"What'da mean you?!" Tom growled at his brother. "I'm the one who caught the scent. But since this little burglar hobbit ain't worth the trouble, then perhaps these humans will make a fine meal."

"Ah, you don't want to eat us." Fitz spoke to them. "We, ah..."

"Fitz, let it go." Ward said, holding his gun. "There's no way none of us are going to be eaten by these ugly, barbaric brutes."

"UGLY BRUTES!" Tom exclaimed. "Who ya calling us ugly brutes you filthy human scum?"

"This is your last warning, we're going to ask you to put that man down or we will open fire." Coulson warned the ugly giants.

"Fire? What does he mean open fire?" William asked, confused.

May sighed and fired a two shots directly at William's foot.

"OWW! OWWWW! OHOH!" William squealed in pain.

"That's what he means." May answered.

"What the blimey is that?" Bert demanded.

"Oh I'm sorry, you don't what these weapons we're holding in our bare hands?" Coulson asked hastily and nodded. "Okay. They are called guns. They fire bullets and we can aim at any spot we want. So we're going to give you one more chance. Drop him or I'll let Agent May shoot you all in the eyes."

"Drop him now!" May exclaimed.

Tom growled and threw the young hobbit directly at Grant, who managed to catch him, but knocking them both down. That was when they heard the sound of shouting from behind the team. Coming out of the bushes were a group of thirteen bearded individuals that were known as Dwarves. Their names were Ori, Dori, Nori, Dwalin, Balin, Fili, Kili, Gloin, Oin, Bifur, Bofur, and Bombur. The leader of the group, who was leading the dwarves, was named Thorin Oakenshield. The team looks at the charging dwarves, who begin to slash the three trolls.

"Who the hell are these guys?" Ward asked, confused.

"Don't know, but I think we should find out after we beat these brutes." Coulson suggested.

Thorin charges directly to Bert and raised his sword to slash him in the hand. Bert yowled in pain when he felt the sword strike him and backed away. May fired two shots at him while Fili and Kili jump on him. Bofur wielded his hammer and landed it very hard on William's foot. Tom turned away, like he was not interested in fighting, but that was when Thorin, Nori, and Dori start striking at him. This caused Tom to unleash his rage, and grabbed Nori and threw across the fire. Dwalin came right up to William and landed his hammer on William's foot also.

"OW!" William yowled.

When Bofur lost his hammer after been shoved aside by Bert, Ward grabs it and struck Bert's foot which caused him to roar in agony.

"Get the sacks!" Tom shouted towards Bert and William. "Stick'em in the sacks!"

While Bilbo, Skye and Fitz took cover and hid, Jemma notcied a knife that was lying on the ground. Seeing the four ponies neighing in a panick from all the fighting, Jemma decided to do the right thing and ran over to the pen with the knife. She starts to cut the ropes while Coulson, Ward, May, and the Dwarves were fighting off the ugly giants. May slides underneath William and shot him three times at him in the chest.

"YAAAH!" William screamed. "OW!"

William angrily grabs May, but she kicked him two times. That was when Ori comes to her rescue and fired a slingshot directly at William's left eye.

"OHH!" William moaned, releasing May and covering his eye with his right hand for a moment. Then, he focuses his attention on Ori and chases him.

Ori runs for his life until Tom grabs him until Ward leaped up onto Tom, who released the young dwarf from his grasp. Coulson was shooting at Bert, but that was when Thorin landed his sword directly underneath him. Bert shrieked and landed on his knees in pain, letting Dwalin to swing his hammer directly at his face.

As the fighting continues, Jemma successfully cuts the ropes off, allowing the ponies to bolt away from the pen. That was when Tom noticed what she was doing and angrily rushes towards her. This caused the fighting to stop when Coulson, Ward, May, Fitz, Skye, the hobbit, and dwarves seeing Bert and Tom holding Jemma by the arms and legs.

"Jemma!" Fitz yelled in alarm, seeing his friend and begins to run.

"No!" Ward shouted and grabbed him.

"Lay down your arms... or we'll rip her's off!" Tom threatened them. "Its your choice!"

Coulson and Thorin look at Jemma with frustration.

"Do as they say." Coulson ordered and dropped his gun.

May sighed in disappointment and gave Jemma bad look on her face. As she stares at her, she drops her gun down on the ground. Ward does the same as well and looks at Thorin, who then plants his sword in the ground. The others drop their swords and weapons as well. Ori unhappily drops his slingshot down.

"Oh, nice going Jemma." Fitz murmured to himself.

Jemma looks at her fellow teammates and responded. "I'm sorry."

Tom turns to Bert and gave him an order. "Alright Bert, have these humans, dwarves, and that burglar hobbit placed in the sacks. Looks like we earned a special meal for the night."

* * *

For the last nine hours, the trolls, which is what they were called, had been busy setting up an early breakfast since their dinner had been ruined, and ponies that Jemma saved, bolted away to probably regroup with the others that belonged to the dwarves. While dawn was almost arriving, Bert, Tom, and William tied Dwalin, Bofur, Dori, Ori and Nori onto a spit and were roasting them over a fire. Coulson, Skye, May, Grant, Jemma, Fitz, Thorin, Kili, Gloin, Bombur, Balin, Oin, and Bilbo were all tied up in sacks nearby and watched as the poor helpless dwarves were about to be a meal to the ugly trolls.

"OOH, oh that's hot, that's hot, that's hot!" Nori screamed, feeling the heat moving up on him.

"Don't bother cooking em." William said and decided a better way to eat them. "Let's just sit on em and squash them into jelly."

"They should be sautéed and grilled with a sprinkle of sage." Bert said, declining the idea.

"Untie me!" Dori exclaimed.

"Oooh, that does sound quite nice." William said, looking intrigued and decided to follow Bert's idea on how to cook the dwarves.

"Is this really necessary for guys to tie us up in sacks?" Skye asked them, but none of them responded back.

"I really don't know how we can get out of this, but I do not want to become a peace of meatpie to those trolls." Fitz moaned.

"Just stop your moaning." Jemma encouraged him to act brave. "Perhaps Coulson might have a plan to get us out of this."

"Fortunately, we need to try and figure out a way how to stall them and that way we can get out." Coulson said.

"This is all my fault." Fitz said. "I should've learned Kung Fu."

"Oh, yeah, but I shouldn't have pushed you into the field in the first place." Jemma told him.

"It was my job to make a proper threat assessment." Ward said.

"This wouldn't have happened if Jemma wasn't too stupid to rescue ponies... who are cute and furry." Skye said.

"I wanted to do the right thing." Jemma argued quietly.

"Well it was fun watching her do her own ninja know-how." Skye sighed. "But now, we are screwed."

"I wouldn't think of that." Coulson replied, giving her a slight half smile.

"What do you mean?" Skye asked, concerned.

"You've heard of The Cavalry? Ward brought that up.

"Yeah." Jemma and Fitz responded together.

"Everyone in the academy talks about st..." Fitz stopped.

That was when their faces changed from horror to amazement.

"She's the Cavalry!" Fitz and Jemma replied in amazing.

"I told you never to call me that." May groaned unhappily.

"I can't believe it." Jemma giggled excitedly since she now knows that Agent May was the Cavalry. "Oh, we're sure to get out of here now. Um, how do we get out of here?"

"Cavalry?" Bilbo asked one of them. "Are you meaning there's a cavalry coming?"

"No Mister, the cavalry is a title to the person your behind." Ward told him.

"Huh?" Bilbo asked, looking at May in confusion. "Her? But... she's a woman."

"You have a problem with that?" May asked quietly, sounding annoyed by that.

"What? No." The Hobbit shook his head and scoffed embarrassingly. "Uh, of course not."

"We never got your name." Jemma smiled delightfully to the hobbit.

"Oh, my name is Bilbo." Bilbo introduced. "Bilbo Baggins."

"And where are you from exactly?" Jemma asked.

"The Shire." Bilbo answered. "Two days away from here. And where are you from exactly?"

"Its a been of a long story Mr. Wagons." Ward said. "Best you wait until later, but right now, we need to get ourselves out of here."

"Its Baggins." Bilbo corrected him.

"Okay. Baggins, sorry." Ward sighed and murmured to himself. "I really like Wagons better."

"Never mind the seasoning." Tom said out loud. "We ain't got all night. Dawn ain't far away. Let's get a move on. I don't fancy being turned to stone."

Coulson, May, Skye, Ward, Jemma, Fitz, and Bilbo heard what Tom had said. They all look at each other with grins and nod at each other as sign of a good plan to stall them once dawn reaches the point.

"Uh, excuse me!" Skye called out first to the trio and managed to grab their attention. "Hi! I think you guys are making a real mistake."

The dwarves, who were tied on the spit, were confused on what she was doing.

"You can't reason with them, they're half-wits!" Dori argued.

"Half-wits?" Bofur repeated and asked. "What does that make us?"

Coulson, May, Skye, Ward, Jemma, Fitz, and Bilbo struggle themselves to stand up and managed to, but they were still tied up in their sacks once they face the dimwitted trolls.

"Look we're really sorry for ruining tonight dinner in all, but like she said, we would want to make amends." Jemma offered.

"Um, we think that you're missing something... in your seasoning." Fitz said.

Bert was confused since he was the only in the trio to do all the cooking for Tom and William.

"What about the seasoning?" Bert asked them warily.

"Well have you smelt them?" Ward asked, confident enough to stall them since he saw that dawn was approaching. "Look, I think you guys need to get something else that is way better than sage before you go on to eat them."

"Traitors!" One of the dwarves yelled at them.

"Why would these humans or that burglar hobbit know about cooking dwarf?" Tom asked a little bit doubtful.

"Shut up!" Bert told him and turned back to look at them. "Let them talk."

"Alright good." Jemma grinned out loud. "So the first thing you to make your meal fresh, all we need is potatoes."

"Potatoes?" Bert asked, confused. "Why would we need taters?"

"Cause its fresh while having dwarf meals." Fitz provided. "Helps improve the flavor."

"Well we ain't got no potatoes." Tom said.

"Well I'm sure there are potatoes around here." Jemma stated. "Come on, you really want your meal to be ruined. So all you need to do is find potatoes."

"Uh, oh alright." Tom growled in disapproval and turned to face Bert and asked. "Where can we find potatoes?"

"Who knows?" Bert shrugged and turned back at them. "Maybe they do."

"They can grow anywhere." Bilbo said.

"Alright. Anything else?" Bert asked, wanting to know more.

"What about ketchup?" Ward whispered to Coulson.

"No." Coulson quietly rejected that.

"Uh, th-the next thing to do while cooking dwarf is, um-" BIlbo paused for a moment and tried to gather his thoughts while his main job was to help Coulson and his team stall them.

"Yes? Come on." Bert insisted.

"It's, uh-" Bilbo continued to think.

"Tell us the secret." Bert demanded in expectancy.

"Ye-yes, we're telling you." Bilbo said in frustration due to Bert's interruption. "The secret is… to skin them first!"

The dwarves thought that Coulson, May, Skye, Ward, Jemma, Fitz, and Bilbo were been really serious that they were going to let the trolls eat them instead. They clamored directly at them.

"Tom, get me filleting knife." Bert requested with a grin on his face, seeing how intrigued of Bilbo's suggestion in skinning the dwarves to death.

"What a load of rubbish!" Tom disagreed with the idea in skinning the dwarves. "I've eaten plenty with their skins on. Scuff them, I say, boots and all."

While the trolls were arguing, Coulson, May, Skye, Ward, Jemma, Fitz, and Bilbo caught the eyes of bearded figure that was slipping behind some trees nearby. Confused on who he was, they continued to stall them as long as they could

"He's right." William agreed and walked over to where Bombur, who was known to be the fattest dwarf amongst the company, was lying right beside Gloin. "Nothing wrong with a bit of raw dwarf." He grabbed the terrified dwarfand dangles him upside down over his mouth, about to eat him. "Nice and crunchy."

"Oh, not that one!" Bilbo exclaimed, lying to save him. "He-He's infected!"

"Huh?" William paused and turned his head downwards at Bilbo with confused look on his face.

"You wot?" Tom asked in confusion.

"Yeah, he's got worms in his tubes." Skye said, knowing that these half-wits would buy it.

William was disgusted and frightened when he heard that, and dropped Bombur back into the pile of Dwarves since he didn't want to get infected.

"As a matter of fact, we were also going to tell you that we all are." Jemma explained, playing along. "They're infested with parasites. It's a terrible thing."

"I think its not wise a choice to risk it." Coulson said.

"Parasites, did they say parasites?" Oin asked, confused.

"We don't have parasites!" Kili yelled at them. "You have parasites!"

"What are you talking about, laddie?" Gloin asked.

The rest of the dwarves chime in about how they refused to believe that they had parasites and how Coulson, May, Skye, Ward, Jemma, Fitz, and Bilbo were been fools. Coulson, May, Skye, Ward, Jemma, Fitz, and Bilbo were not to thrilled by this and were greatly frustrated since the dwarves were messing up with their plan to stall the trolls. That was when Thorin began to understand what they were doing and decided to follow their way of stalling. He kicks one of the dwarves, causing the arguing to stop and there was a moment of silence. The dwarves around Thorin began to understand what he meant and decided to go along with it and proclaim that they were infected with parasites.

"I've got parasites as big as my arm." Oin told the dwarves first.

"Mine are the biggest parasites, I've got huge parasites!" Kili shouted hastily in a panic.

"We're riddled." Nori said.

"Yes, I'm riddled." Ori said as well.

"Yes we are. Exactly." Dori said, trying to save himself.

Tom stopped and walked over to ask Coulson, May, Skye, Ward, Jemma, Fitz, and Bilbo. "What would you have us do, then, let 'em all go?"

"Well of course." Jemma nodded. "Don't you..."

"You think I don't know what you're up to?" Tom asked, annoyed since he realized they were tricking him. "These humans and that ferret are taking us for fools!"

"Ferret?" Bilbo asked, confused.

"Fools?" Bert wondered in confusion.

That was when the same grey-bearded man, who wore a pointy gray hat and grayish robes, held a staff as he appeared on top of a large rock above the clearing.

" _The dawn will take you all!_ " The grey-bearded man pronounced, making a deep echo across the encampment.

"Who's that?" Tom wondered who the person was.

"No idea." Bert answered.

"Can we eat him too?" William asked thoughtfully.

"Its Gandalf." Bilbo responded in amazement.

Gandalf struck the rock very hard with the end of his staff. At that moment, it split it in half, allowing the sunlight behind it to pour into the clearing. When the sunlight was touching the trolls' skin, the trolls were loudly screaming as they were been turned to stone. Within seconds, the three trolls were know statues in the clearing. All the dwarves cheer for Gandalf. Of course, the dwarves on the spit, including Dwalin, were still uncomfortable.

"Oh, get your foot out of my back!" Dwalin complained.

* * *

During the early morning, Coulson, Ward, May, Jemma, Fitz, and Skye assisted in freeing the dwarves from the spit and from the sacks while Gandalf walked over to one of the troll statues and thumps it with his staff, with a pleased smile on his face.

"Where did you go to, if I may ask?" Thorin asked the wizard.

"To look ahead." Gandalf answered.

"What brought you back?" Thorin wanted to know.

"Looking behind." Gandalf said. "Nasty business. Still, they are all in one piece."

"No thanks to your burglar." Thorin expressed his gratitude and turned to Coulson and his team, who had just finished freeing the dwarves. "And the tall folk as well."

"They had their noses to play for time." Gandalf told him. "None of the rest of you thought of that."

"I don't think you understood the concept of stalling." May said to the dwarf leader, who was quite repentant.

"I don't believe we have met." Thorin said to her.

"The names Phil... Phil Coulson, but just call me Phil." Phil introduced himself first to the dwarf leader and then introduces to the rest of his teammates. "This is Skye, Fitz, Jemma, Ward, and May."

"Hi." Jemma responded quickly with just one word.

"And I suppose you all know who I am?" Gandalf asked them.

Puzzled looks came from Coulson and his team.

"Uh, not exactly." Skye scoffed.

"Though we heard from this little fellow that your name is... Gandalf." Ward guessed, giving Bilbo a pat on the shoulder.

"That is correct." Gandalf admired and lowered his head in respect. "Gandalf the Grey."

"Fili." Fili introduced himself first.

"And Kili." Kili introduced himself.

"At your service." Fili and Killi responded together and lowered their heads.

"Thanks, but we don't need service." May declined trhe offer from the two dwarf brothers.

"Say, what kind of outfits are you wearing?" Kili asked about the strange outfits Coulson and his team were wearing and then noticed a symbol. "And what is that symbol?"

"We are members of a science division." Coulson answered the dwarf's question. "S.H.I.E.L.D."

"I don't see a shield from either of you." Gloin said, shaking his head in confusion.

"No, S.H.I.E.L.D. is the name of an organization we are from." Skye corrected him.

"Well we don't know of that organization in this part of the world." Thorin said. "None of it."

"If that is true, then we know this planet we're on is not Earth." Coulson said.

"Your on Arda." Gandalf answered. "Don't suppose you know what it is."

"More likely we're from another planet called Earth." Jemma said. "Don't suppose you know what that planet is."

"No." Thorin shook his head. "Not familiar."

"Tell me, how did you get here?" Gandalf asked, wanting to know.

"Its a bit of a long story to explain." May said. "But we can start by..."

"That can wait." Gandalf cut her off. "I'm sure once we reach our next destination, you will tell me everything."

"These tall-folk are not part of our company, Gandalf." Thorin said, declining the idea of bringing them along.

"No, but they can still come with us once we reach the Hidden Valley." Gandalf responded unhappily on how Thorin was reacting towards them.

"I do not know these offworlders." Thorin argued. "Nor do we know how we can trust them."

"Hey, we just saved all your lives." Ward scoffed and was quite annoyed of Thorin's attitude. "And is this the way how to say 'thank you' in return?"

"Thank you, but we still cannot take this risk." Thorin said, giving him a glare.

"You and your company seem to be in a very tough hurry." Coulson could tell of his need to leave immediately. "Its like you were..."

"That is not your business to know." Thorin responded harshly to the agent.

"And I suggest you watch yourself." May glared at him. "Like Grant Ward said, we just did a favor in stalling these ugly giants, who were this close in eating us for breakfast. So why don't you do us favor in helping us in return."

"By all means, I shall help you." Gandalf offered to help.

"Your not really considering this." Thorin hissed. "And two, we will not be going to the Hidden Valley."

"Then where can we go?" Gandalf asked infuriated of Thorin's attitude in not wanting to go or letting Coulson and his team come along. "Your stubbornness is not going to help."

"We are still not going to that place." Thorin continued to decline the idea and angrily walks away from them. "I said it and that is final."

"What seems to be his problem?" Skye asked the wizard and let out a scoff. "And everything we did for him and kin?"

"Do not mind him." Gandalf said. "He's held a deep long grudge against... certain people ever since he and his kin lost their home."

"I'm sorry to hear that." Fitz expressed.

"You tall-folk really did help us." Balin smiled at them. "It was a true honor, yet none of us were aware that you were doing your part in stalling these trolls. Perhaps since they helped us and come from a faraway world beyond ours, I should agree with Master Gandalf. They may come along."

"They do seem to be excellent fighters. Why not?" Kili agreed too and gave Skye a wink.

Gandalf decided to turn over to Bilbo and asked. "Bilbo, since you are the company's official burglar, what would you recommend?"

"Hmm, they did help." Bilbo responded shyly. "But I do not know what Thorin would say if I said 'yes'. Though, I'm saying... yes."

"Then it is settled." Gandalf nodded his head. "So be it."

"Welcome to the company of Thorin Oakenshield." Balin smiled dearly and offered to shake Coulson's hand.

"Thank you." Coulson said as he shook Balin's hand. "Though, we're not part of this company. All just we need is help and support."

"Of course, Gandalf and I will do everything in our will to help you along the way." Balin chuckled.

"So these trolls, are they like... cursed?" Jemma asked, examining one of the statues.

"Well they must have come down from the Ettenmoors." Gandalf claimed.

"Since when do mountain trolls venture this far south?" Thorin asked loudly from a far the other side of the campfire.

"Oh, not for an age, not since a darker power ruled these lands." Gandalf said.

"What kind of dark power are you meaning?" Skye asked, concerned of what Gandalf was talking about.

"There was a time that is world was about to be covered under the face of darkness, and certain creatures, such as trolls would raid numerous places." Gandalf explained. "Though, it never came to pass. These trolls, that stand before you, are Stone Trolls, a different breed. Unlike Mountain or Cave trolls, these ones can die and be petrified by the light of the sun. But it is quite odd how they can venture this far south. It remains a mystery."

"If these things couldn't moved by daylight, where do you think they would go to take shelter?" Fitz asked.

"A cave, maybe." Ward guessed.

"Then there must be one nearby." Thorin assumed and walked ahead.

* * *

With Coulson and his team joining the company of Thorin Oakenshield, the whole company managed to find a cave nearby. Hearing the sound of buzzing, they noticed flies coming in and out of the cave, meaning that the trolls had been using this cave as their sheltered home for a long time. Now that the trolls were killed by been turned to stone, the cave would be open to certain travelers that would use this cave as a hideout.

"Oh, what's that stench?" Jemma asked, covering her nose.

"It's a troll hoard." Coulson said. "Be careful what you touch."

"Yeah, I got that." Ward complied to Coulson's order and coughed. "Cause I don't want to know what these ugly brutes were doing."

Inside the cave, it was filled with treasure that the trolls had been hoarding for years, probably stealing things that didn't belong to them. Coulson, Ward, May, Skye, Jemma, Fitz, Bilbo, and the dwarves were coughing due to the terrible smell that the trolls had left. Inside, they found piles of gold coins and other sorts of treasure that were in caskets.

"I don't believe it." Jemma breathed in excitement.

"Since when do trolls ever keep gold in their cave?" Fitz asked, widening his eyes in surprise.

"Well you know what they say, we hit the jackpot." Skye grinned.

"Seems a shame just to leave it lying around." Bofur said. "Anyone could take it."

"Agreed. Nori, get a shovel." Gloin ordered.

While exploring, Coulson, May, Ward, and Thorin found numerous swords that were covered in cobwebs.

"These swords were not made by any troll." Thorin said.

"If the trolls didn't make them, then who did?" May wondered as she stared at a sword and removed the web out of it. As she unsheathed it, her eyes flicker in wonder when she saw that this blade was made out of pure gold.

"Some sword." Ward admired as he held onto the sword before drawing it a few inches out of its sheath. Once he unsheathed too, he saw that the whole blade was shiny blue. "Hmm, I like this sword."

Thorin hands one sword to Gandalf and keeps the other one for himself.

"Nor were they made by any smith among men." Gandalf examined the sword and draws it out of its sheath a few inches. "These were forged in Gondolin by the High Elves of the First Age."

Realizing that they are Elven swords, Thorin puts the sword he had carried away in disgust in front of a confused Coulson, who was also holding a sword. May didn't say one word and had no idea why Thorin would throw a beautiful looking weapon away.

"What seems to be his problem?" Ward asked while watching Thorin walk away.

"He has never forgot how the day when the elves turned away from Thorin and his people." Gandalf explained. "Dwarves and Elves had a great relationship, but after their homeland was lost, things changed and Thorin held a deep grievance against the elves."

"Seems to me that the elves must've turned their back on him." May guessed.

"You are correct." Gandalf acknowledged how right she was by giving her nod. "Yes."

Coulson kneels down and picks up the elvish sword that Thorin and thrown on the ground. He holds on to the sword and draws it out of its sheath a few inches as well. Then, he walks over to Skye.

"Skye, this is for you." Coulson offered the sword Thorin had thrown.

"What is it?" Skye wanted to know when she held it in her hands.

"You might need it." Coulson said and gave her one of his pistols. "Just incase you run out of bullets."

"This is first time I ever held a sword in my life." Skye scoffed in remark.

Agent May walks up to Jemma and Fitz, who were busy putting gold coins in their bags. Without saying a word, she hands two swords to them.

"Is this for us?" Fitz asked.

"You might need it." May answered and walked away.

"Very shiny." Jemma remarked on the appearance of the sword May gave her.

Some of the dwarves fill a chest with treasure, then bury it in a hole in the ground while Dwalin looks on in disgust.

"We're makin' a long term deposit."

"Let's get out of this foul place." Thorin said and ordered the rest of his kin to leave the cave at once. "Come on, let's go. Bofur! Gloin! Nori!"

On his way out, Gandalf steps on something metallic. Brushing aside the leaves beneath him with his staff, he finds another sword. Gandalf exits the cave and heads over to where Bilbo was sitting and hands him the sword he just found.

"Bilbo Here." Gandalf said, handing him the blade. "This is about your size."

Bilbo looks at the sword for just one moment and declined the offer. "I can't take this."

"The blade is of Elvish make which means it will glow blue when orcs or goblins are nearby." Gandalf told him about the blade.

"Yes, but I have never used a sword in my life." Bilbo said, still not wanting to take it.

"And I hope you never have to." Gandalf smiled. "But if you do, remember this: true courage is about knowing not when to take a life, but when to spare one."

"Something's coming!" Thorin alerted the company of incoming threat.

"Everyone stay together!" Coulson shouted.

* * *

Riding at full speed through the forest on his rabbit-drawn sled, a brown-bearded individual pulls up short by the entire Company, who ready their weapons in an act of self-defense. Ward aims his gun first, ready to fire. The intruder was described to be related to Gandalf. His hair and beard were all brown in color, including dried bird droppings on the right side of his head.

"Thieves! Fire! Murder!" The Brown-bearded individual cried out as he pulled up short by the entire company.

"Radagast!" Gandalf warmly welcomed his long time friend and put his sword back and also waved his hands to order everyone around him to lower their weapons. "Radagast the Brown. Ah. What on earth are you doing here?"

"I was looking for you, Gandalf." Radagast replied in a hastily, panicked tone. "Something's wrong. Something's terribly wrong."

"Yes?" Gandalf warily asked.

Radagast opens his mouth to speak, but shuts it. He opens his mouth again, but closes it again. He has forgotten what he was going to say to his friend.

"Oh, just give me a minute. Um, oh, I had a thought, and now I've lost it. It was, it was right there, on the tip of my tongue." He curls up his tongue, and looks quite surprised. "Oh, it's not a thought at all; it's a silly old..." He stopped when Gandalf pulled out a stick insect from Radagast's mouth. "...stick insect. Huh, I was wondering where she went."

* * *

While Coulson and his team were sitting down with the dwarves, Radagast and Gandalf were a few paces away and spoke privately. He had nothing to say about Coulson, Ward, May, Skye, Fitz, and Jemma, but was concerned of their appearances since he remenered what humans wore during this age.

"The Greenwood is sick, Gandalf." Radagast explained the reason on why he had to come. "A darkness has fallen over it. Nothing grows any more, at least nothing good. The air is foul with decay. But worst are the webs."

"Webs? What do you mean?" Gandalf asked, concerned.

"Spiders, Gandalf." Radagast answered and went on to describe what they looked like. "Giant ones. Some kind of spawn of Ungoliant, or I am not a Wizard. I followed their trail. They came from Dol Guldur."

"Dol Guldur?" Gandalf replied, disbelieved to hear what his friend had said about the spiders coming from Dol Guldur. "But the old fortress is abandoned."

Radagast shook his head and calmly responded with a worried look on his face. "No, Gandalf... it is not."

"Then tell me, Radagast." Gandalf insisted. "Tell me everything what you saw."

"I ventured into that fortress." Radagast explained. "Wanted to find out how this sickness was consuming all of the Greenwood. Then I felt something. I felt a dark power that dwelled in that fortress. It was a power that I have never felt before. It is the shadow of an ancient horror. One that can summon the spirits of the dead. I saw him, Gandalf. From out of the darkness, a Necromancer has come."

"Try a bit of Old Toby." Gandalf offered as he cleans his pipe with his beard and hands it to Radagast. "It'll help settle your nerves."

Breathing in the smoke, Radagast enjoyed the smell of the Old Toby he consumed.

"And out." Gandalf said in a calm voice.

Radagast, with his eyes crossed, gave a blissful look on his face just as he blew out the smoke. As the smoke came out of his nose and ears at the same time, he stayed in a trance-like state for almost a few seconds.

"Now, a Necromancer." Gandalf came back to what Radagast had said, causing his friend to snap out of his trance-like state. "Are you sure?"

Radagast reached into his robes and pulls out a cloth-wrapped package. It was small sword that was wrapped inside the cloth. As he gently hands it to Gandalf, the gray-bearded wizard took a moment to untie the cloth and opens it. Upon seeing it, Gandalf was highly concerned and disturbed when he recognized it.

"That is not from the world of the living." Radagast quietly told him.

Suddenly, a chilling howl was heard in the distance. Everyone heard the howl, and Bilbo felt a sign of alarm when he heard it.

"What was that?" Fitz asked, moving his head sideways.

"Sounded like a wolf." Coulson said, recognizing the sound.

"Wait, a wolf?" Bilbo asked, feeling a chill of panic in him. "Are there wolves out there?"

"Wolves?" Bofur responded worriedly. "No, that is not a wolf."

"Sounds more like a wolf to me." Grant said, assuming that it was the sound of a wolf.

"Well if its not a wolf then what is it?" May asked the worried dwarf.

Before Bofur could answer her question, a snarling six foot tall wolf-like animal Warg appeared from behind a nearby crag. Without any warning, Skye was the first to notice it at the sight of terror.

"Look out!" Skye screamed.

The creature leaps into the midst of the Company and landed directly on Ori. Before it was about to kill Ori with its pointy fangs, May moved in a rapid speed and saved Ori's life by save his life by striking the creature with Orcrist. That was when another Warg attacks from the other side, only for Grant Ward to shoot it with a pistol, sending the bullet straight into its forehead.

"Wow, what in Durin is that?" Kili asked, intrigued of the weapon Ward was carrying.

"Trust me, you don't want to know about that." Grant answered.

"But I should." Kili insisted. "You killed it very quick."

"Can we explain all this later, I want to know what this is?" Fitz asked about the wolf-like animal.

"Don't know, but that is a very big, nasty looking wolf I ever seen." Jemma said.

"Those are Warg-Scouts!" Thorin raised his voice in alarm as he held his sword in defense, recognizing these creatures. "Which means an Orc pack is not far behind!"

"Orc pack?" Bilbo asked, repeating the two words Thorin had said.

"What's an orc pack?" Skye asked, alarmed.

Gandalf was alarmed by this, and turned to Thorin and quickly asked the dwarf. "Who did you tell about your quest, beyond your kin?"

"No one," Thorin answered softly with a serious look on his face, showing that he hadn't told no one about the quest Gandalf mentioned and dismissed the wizard's concern.

"Who did you tell?!" Gandalf demanded, raising his voice since he wanted to take the matter more earnestly.

"No one, I swear," Thorin assured him, increasing the volume of his voice.

"Can somebody tell me what the hell is going on here?" Grant asked in a raising tone, confused what is currently happening right now.

"We are all being hunted," Gandalf answered straightforwardly.

"We have to get out of here," Dwalin urged, realizing that he and everyone were in dire trouble.

"We can't!" Ori cried, reporting from behind the company. "We have no ponies."

"They must've bolted away when they heard the howling," Fitz said.

"We're not too far away from the Bus," Skye said, bringing that up. "We can a chance to run right back there since we know where it is."

"No, its too useless," Coulson declined her idea. "We won't make it in time."

"I'll draw them off," Radagast said immediately, offering his service to help the company a chance to escape from the pack.

"What are you nuts?!" Coulson exclaimed.

"These are Gundabad Wargs." Gandalf warned his friend and believed he wouldn't stand a chance against the pack. "They will outrun you."

"They're right." May agreed to Coulson and Gandalf. "You will not survive this."

"Madame, these are Rhosgobel Rabbits," Radagast told her about the rabbits that he had and stared at her with a confident, but grinning face. "I'd like to see them try."

* * *

 **Hello folks, I hope all of you are fans of Marvel, especially Agents of S.H.I.E.L.D. series. This crossover story takes place during Season 1 and we all know that HYDRA remains under the** **shadows. I hope you all like this chapter, though I'm going to re-edit it and add more to the beginning.**


	2. Chapter 2

It wasn't too far for the Orc pack to catch the dwarves scent. Orcs were described to be very ugly, savage humanoids upon this planet. One such orc pack was led by Lieutenant Yazneg. He was leading in pack in pursuit of Thorin Oakenshield and his company for reasons unknown, but it seems that they just want to hunt for sport which is also in their vile nature.

During the pursuit, Warg scouts had been searching for Thorin's company somewhere in the outskirts of the woods, but that was when they were caught off guard when Radagast and his rabbits burst out of nowhere which surprised the pack. mounted on his rabbit-led sleigh.

"Come and get me!" Radagast laughed and taunted behind the Orc pack, who were now in pursue of him. "Ha ha!"

Yazneg barked out his commands to pursue the brown wizard. The unmounted Wargs of the pack howl and chase after him while the Orcs, who were mounted on them followed them from behind. The pack followed Radagast into an open rocky plain. The Brown Wizard quickly ordered his rabbits to move into a very high speed, in which they did, allowing them to avoid the enemy from behind. Further along the field, Gandalf and Coulson had been watching from behind a large boulder, Radagast and the entire orc pack disappear into the distance.

"Looks like the pack has taken the bait," Coulson whispered to the wizard.

"Still, that crazy wizard is not going get that far," May said, holding her gun up in defense.

"Come on," Gandalf beckoned the others to follow him quietly.

The Company rushes across a rocky plain. In the distance, Radagast is being chased by the Wargs. One of them crashes while trying to catch him. As the Company runs across the plain, they see that thwas Wargs were not too far from them, so they had to hide behind the rocks to avoid been seen.

"Stay together," Gandalf whispered to the company.

As the chase continues, Ward stops behind a rock so that he is not seen by the Wargs. That was when Fitz starts to run out of the cover.

"Fitz, no!" Ward exclaimed as he grabbed Fitz in time and pulled him back. "Come back!"

"Come on!" Coulson ordered. "Quick!"

Thorin turns to Gandalf while everyone in the company was running, and asked. "Where are you leading us?"

Gandalf refused to answer that question. Rather than replying, he continued to move along which frustrated Thorin. As the Warg scouts chase Radagast, one rider made a complete stop on his Warg and began to smell something through the air. Coulson turns around and noticed one coming towards them.

"We got an incoming bogey," Coulson quietly warned.

"Everyone, hide," May ordered everyone to take cover and prevent themselves from been seen by the Orc scout.

The entire company quickly hide behind an outcropping of rock just as the scout and his warg appear on top of the outcropping, continuing to smell through the air. Just as Ward cocks his pistol, ready to fire in all, Coulson grabs his hand and shook his head to prevent him from doing it. Thorin turns to Kili and gives him a nods. Kili slowly takes out an arrow from behind and gets it ready in his bow. Without hesitating, Kili quickly steps out and shoots the Warg. The Warg and the orc on it fall near the dwarves, and the dwarves kill them. The sounds of their fight carry quite far, which caused the other Wargs and Orcs stop chasing Radagast as they hear roars and screams from behind the rocks.

"Khozdayin harish huru nar!" _(The Dwarf-scum are over there!)_ Yazneg called out to his troops, knowing that the company was somewhere else and that Radagast was just trying to distract them. "Gur!" _(After them!)_

The Warg scouts howl as they stop pursuing Radagast and begin pursuing the Company.

"Oh that can't be good," Fitz breathed in horror.

"Move!" Gandalf yelled. "Run!"

The company continue to run through the grassy plain, but that was when dozens of Warg Riders begin to surround them from all sides.

"There they are!" Fitz shouted, pointed directly at some from a hill.

"This way! Quickly!" Gandalf shouted, encouraging them to follow him.

As they run for a while longer, they come to a halt in a clearing as they see more Warg Riders on all sides.

"There's more coming!" Kili called out.

"Kili! Shoot them!"

"We're surrounded!" Fili cried.

Kili begins shooting at a Warg approaching towards him. Then, Agent May pulls out two armed pistols and shoots down a number of Warg Riders.

"Skye! Fitz! Jemma! Get behind me!" Coulson ordered in a loud tone.

"Where the hell is Gandalf?" Ward asked, noticing that Gandalf had disappeared.

"He has abandoned us!" Dwalin growled in fury, readying his weapon to engage.

"Why would he do that?!" Skye exclaimed.

The dwarves gather close to each other near a rock. As Yazneg and his Warg approach, Ori shoots a rock at Yazneg's warg with his slingshot, but had no effect. Yazneg laughs wickedly as he slowly makes his approach towards the company.

"Everyone, hold your ground!" Coulson ordered, cocking his gun.

That was when Gandalf pops up from a crack in the rock and called out to them. "This way, you fools!"

"Come on, move!" Coulson shouted and ran into the cave and quickly slides down.

"Quickly, all of you!" Thorin yelled. "Go, go, go!"

As the Orcs and Wargs were approach at a high speed towards the company, Skye, Jemma, Fitz, and the dwarves behind them quickly slide into the crack in the rock which led them to a secret cave that the wizard found. Bilbo slides himself into the crack of the rock. Ward aims both his pistols sideways, shooting down several Orcs and Wargs on each side while Thorin slew a Warg that was coming close to him.

Agent May shot down another Orc riding on a warg with her pistol. It was her last bullet that she fired. Immediately, she ran into the cave slid herself downwards to meet with the others as Gandalf was counting the number.

"Kili! Run!" Thorin called out towards his nephew.

Thorin and Kili jump into the crack last. Just as Yazneg and his Wargs reach the crack, an Elvish horn sounds, and a group of mounted Elves rush into the fray, shooting and spearing the Wargs and Orcs. The Company listens to the conflict from inside the crack. One of the orcs, shot by an arrow, falls into the cave. Thorin plucks out the arrow and examines its make.

"Elves," Thorin responded in a gruffled tone and dropped it hard in disgust.

That was when Dwalin noticed a short path which exited east from the wide cavern. He moved forward to scout to make sure it was clear, and no Orc would be there to ambush the company. But there were no Orcs, and from where the dwarf had stood, he had no idea on what this pathway would lead to.

"I cannot see where the pathway leads!" Dwalin called to Thorin and the Company. "Do we follow it or no?"

"Follow it, of course!" Bofur insisted in a loud reply.

"I think that would be wise," Gandalf quietly agreed to Bofur's idea.

As the dwarves were moving into the narrow pathway, Coulson turns to look at Gandalf with a slight suspicion on his face, only for the wizard to give him a wink as sign that he was only planning to lure the dwarves somewhere, but where?

"Sounds to me you wanted us to come here," Coulson said to him quietly.

"Of course," Gandalf nodded his head. "What you and your team are about to see is something that no other has seen in this part of the world."

"And what is this 'something'?" Jemma asked, wanting to know what Gandalf was keeping.

"You will see," Gandalf let out his exact answer and turns away. "Come."

As Dwalin was leading the entire company through the narrow gap in the cavern, some of the dwarves were having trouble while walking through narrow gap. Coulson looks up and sees sunlight beaming down. He noticed that the path was actually a crack between two cliffs that were highly tall. They squeeze through the twisting cliffs, each step becoming more and more strenuous.

"Do you feel that?" Skye asked, bewildered on what she was feeling.

"I feel it too," Jemma said. "But of what?"

"Okay, first we end up in a narrow gap of the cave, and we feel this strange... whatever it is," Ward said, weirdly.

May turns to face Gandalf asked. "Gandalf, mind if you tell us where we are, and can you tell us what this strange thing we're feeling?"

"You can feel it?" Gandalf replied.

"Of course we can feel it," Skye scoffed. "But it feels like some sort of... magic."

"That's exactly what it is," Gandalf smiled, confirming what she said. "It is a very powerful magic."

"There's a light ahead!" Dwalin called out in front.

The company quickly push through the final stretch of the pathway and end up onto a ridge. The Company stops at a ridge, looking below them. Before them was a valley gleaming in golden sunlight surrounded by woods, two fields, and few dozen waterfalls. Although, the company saw that the valley was occupied and standing before them was a large, beautiful city.

"Oh my god," Jemma breathed in awe and wonder. "Its... beautiful."

"Talk about discovery," Fitz murmured in awe.

"What is this place?" Skye asked.

"My dear, may I introduce you the Valley of Imladris," Gandalf announced to her and the entire company. "In the Common Tongue, it was known by another name."

"Rivendell," Bilbo answered as he stared at the city in amazement in wonder.

"Here lies the last Homely House east of the sea," Gandalf said. "Ruled by Lord Elrond of the Elves."

Since Bilbo, Coulson, Ward, May, Skye, Fitz, and Jemma were very thrilled to see a city that remained in the Hidden Valley, some of the dwarves, on the other hand, were extremely displeased to have entered a city that was occupied by certain individuals that were Elves. Thorin marches up to Gandalf with a disappointed look on his face.

"So this was your plan all along," Thorin unhappily accused the wizard for not telling him why he wouldn't reveal the location on where he was leading the company to. He thought Gandalf was going to lead them to the mountains to avoid the enemy, but it turns out that he led them to a city inhabited by Elves that he and his kin had hated for a long time. "To seek refuge with out enemy."

"I don't think a city like that can harbor enemies," Skye stated, concerned of Thorin's immature behavior.

"You have no enemies here, Thorin Oakenshield," Gandalf reprimanded the dwarf's attitude. "The only ill-will to be found in this valley is that which you bring yourself."

"You think the Elves will give our quest their blessing?" Thorin argued. "They will try to stop us."

"Of course they will," Gandalf said. "But we have questions that need to be answered. If we are to be successful, this will need to be handled with tact and respect and no small degree of charm. Which is why you will leave the talking to me."

* * *

Gandalf led the company down the path towards the city that laid around the beautiful valley. After crossing the narrow stone bridge, they had finally entered the city. Jemma, Fitz, and Skye couldn't stop looking around in awe by Rivendell's majesty, as they noticed hundreds of elves wondering about and sentries standing guard. The Elves were quite related to humans, but all their hairs were long and smooth, and their ears were pointed.

"This place…" Jemma breathed and scoffed excitedly. "I can't even imagine how these elves would build a city so beautiful."

"Its clean and fresh," Fitz studied the buildings of the city as he walked.

"Have we ever been to a city like this?" Skye joked with a smile of wonder.

"I don't think none of us had been to this place before," Coulson said.

Eventually, the company arrived to Rivendell's main courtyard and some took their liking to the gardens, courtyards, buildings, and few waterfalls. The entire city was like an eternal state of peace and tranquility.

That was when company were soon approached by a dark-haired elf who was walking down to the stairs to meet them. Unlike the dwarves who have known the elves for generations, this was the first time for Coulson, May, Ward, Fitz, Jemma, and Skye to finally get to meet one face-to-face for the first time.

"Mithrandir," _(Gandalf.)_ The dark-haired elf kindly greeted the wizard in a language that was called Sindarin.

Gandalf turned to face the elf and his eyes widen up, recognizing who he was. "Ah, Lindir."

Lindir was the name of the elf that greeted the company. He was known to be the Steward of Rivendell. He wore a robe that was described to be very modish and wore a beautiful silvery diadem on his head.

"Stay sharp," Thorin whispered to Dwalin.

"Lastannem i athrannedh i Vruinen," _(We heard you had crossed into the Valley.)_ Lindir said.

"Hmm, some welcome." Ward whispered in between Coulson and May. "From a guy who we don't understand what he said."

"Well you tried to learn chinese, but you couldn't

Gandalf, rather than replying back in Sindarin, decided to speak in the common tongue. "I must speak with Lord Elrond. I have important news for him."

"My lord Elrond is not here." Lindir informed.

"Whose this Lord Elrond?" Jemma asked, puzzled.

"Ah, Lord Elrond. He is a good friend. He is the Lord of this city and the whole valley around." Gandalf explained to her and the team and gave Thorin a look. "He is really good at knowing certain things and can recognize old, ancient languages that have never been forgotten."

"Gandalf, does Elrond know how to help us?" Skye asked him.

"I'm sure he might," Gandalf answered. "But I cannot guarantee."

"Thought you said you knew," Ward said, pretending to sound suspicious.

Coulson walked up to Lindir and asked. "So where is Lord Elrond? Has he gone away on an errand or something?"

Before Lindir could answer Coulson's question, a horn was sounded in the distance. It was the same sound that the whole company heard while been attacked by Orcs. Everyone in the company turns around when they heard the sound of horse trotting that was approaching. Armed elven riders were approaching towards the company at a rapid rate. They were wearing gold-colored armor and helms, as well as being armed with elven bows, swords, lances, and a few banners in their hands. Just as the Elven riders did not seem to be slowing down as they coming very close to the main courtyard of the city, Thorin and the dwarves believed they were going to attack them.

"Ifridî bekâr!" _(Ready weapons!)_ Thorin yelled in a language that neither Coulson or his team understood. "Hold ranks!"

"What are you doing, they're not attacking!" Ward exclaimed at the defensive dwarves.

Following their leader's command, the dwarves quickly form a defensive circle, raising their weapons and pointing them outward. Bilbo was caught and pulled away unaware from Agent May, allowing the Elves to ride into courtyard. The dwarves growled at the mounted elves as they were encircling and looking down at them in confusion, wondering why they were raising their weapons to openly engage since they were not attacking them. The elves did not bother to strike back and continue to circle around the dwarven company.

Slowly, the elves come to a halt and held their position, allowing one rider to move away from the main group and halted before Gandalf, Coulson, May, Ward, Fitz, Jemma, Skye, and Bilbo. He had long black hair, blue eyes, and was described to be very noble-looking.

"Gandalf," The elf leader cheerfully greeted him.

"Lord Elrond," Gandalf gracefully bowed to the Elven Lord of Rivendell and responded to him in Sindarin. "Mellonnen! Mo evínedh?" _(My friend! Where have you been?)_

"Farannem 'lamhoth i udul o charad," _(We've been hunting a pack of Orcs that came up from the South.)_ Elrond explained the whole story to Gandalf in elvish. "Dagannem rim na Iant Vedui." _(We slew a number near the Hidden Pass.)_

Seconds pass, Elrond dismounts from his horse and walked over to Gandalf to give him a brief embrace with his friend. After they part, Elrond begins to tend to his armor.

"Strange for Orcs to come so close to our borders," Elrond said as he holds up an Orc sword and shows it to everyone, then hands it to Lindir. "Something, or someone, has drawn them near."

"That may have been us," Gandalf said.

Elrond turns to stare at Coulson and team before he gives them a warm smile. "I can see you brought humans with you. Welcome to Rivendell."

"Thank you, its an honor to be welcomed here," Coulson smiled back and introduced the elven lord to rest of his teammates. "This is Skye, May, Ward, Fitz, and Jemma."

"Its a pleasure to meet you," Jemma greeted the elven lord with smile and shook his hand. "This city of yours really astounding." She turns her head to Fitz. "Isn't it Fitz?"

"Oh yes, yes," Fitz said, nodding his head.

"And I see we have a lot to discuss about," Elrond brought in and then turned his head directly at Thorin Oakenshield, who stepped himself out of the group. The elven lord looks upon him with recognition and gives him a warm greeting to the unhappy dwarf. "Welcome Thorin, son of Thrain."

"I do not believe we have met," Thorin stated, not remembering that he ever crossed paths with him.

"You have your grandfather's bearing," Elrond referred to. "I knew Thror when he ruled under the Mountain."

"Indeed; he made no mention of you," Thorin insulted.

Elrond ignored Thorin's words of insult and remained both calm and admirably purposeful. He turns around and speaks directly to Coulson and his team, including the dwarves, in Sindarin. "Nartho i noer, toltho i viruvor. Boe i annam vann a nethail vin." _(Light the fires, bring forth the wine. We must feed our guests.)_

Neither Coulson, Skye, May, War, Fitz, Jemma, Bilbo, or the dwarves didn't quite understand what Elrond had just said is saying. That was when one of the dwarves suspected that Elrond's reply was something harsh.

"What is he saying?" Gloin growled at the elven lord. "Does he offer us insult?"

The dwarves grow bellicose and grip their weapons uneasily.

"Seriously, that doesn't sound like an insult to me," Skye scoffed.

"She is correct," Gandalf acknowledged how right she was and told Gloin and the rest of the dwarves on what the elf lord really said to the entire company. "Lord Elrond is offering us food."

The dwarves quickly huddled together and whisper to each other until they finally stop and turn to face the elven lord with slight excitement amongst their faces.

"Ah well, in that case, lead on," Gloin replied, feeling embarrassed.

"Oh, this is really exciting," Jemma giggled proudly in excitement. "I can't believe I'm saying this, but this is good place to have a vacation."

"We're not on vacation," Ward pointed out with a half-smile and walked pass her.

"Speaking of vacation, I'm already starving," Fitz groaned. "I wonder what food they serve in the menu."

* * *

Lord Elrond was very kind enough to invite the entire company for dinner. Before dinner would be served, he had his fellow maids to prepare separate rooms for the company to stay and rest. Arriving at an open courtyard, everyone in the company found four empty tables for them to sit and eat. Rather than ordering, all the tables they were at was overflowed with food. However, some of the dwarves pick at the meal and were uninterested in eating green food.

"Look, there's no need to complain," Jemma said to Ori, the youngest dwarf of Thorin's company. She was trying to give him some encouragement to eat the lettuce on his plate. "All you need to do is eat it. Lettuce is good."

"I'm sorry my lady, but I don't like green food that much," Ori rejected.

"Well just try it anyway," Dori encouraged him.

Dwalin takes bowl with filled with certain vegetables and asked unhappily. "Where's the meat?"

"They have no meat," Skye said. "Sorry."

Oin holds up a vegetable with his knife and looks at in disgust. "Err."

"Do they serve chips as well?" Fitz wondered.

"Doesn't say in the menu," Ward said. "Oh wait, there is no menu."

"Darn you," Fitz sighed.

While the others were eating, Ward and Fitz began to notice Kili making eyes at a beautiful female elf, who was playing the harp. The elf barely made eye contact with charming dwarf, who gave her a smiling wink. Then, he noticed was getting a stern look from Ward.

"Can't say I fancy Elf maids myself," Kili said, trying to play it off. "Too thin. They're all high cheekbones and creamy skin; not enough facial hair for me. Although…" He pauses and cocks his head at an elf that was walking nearby... "That one there's not bad."

Ward scoffed and shook his head, and began to chuckle a bit. "Can I say something? That elf right next to you is not a maid."

Kili was puzzled for a moment, as he did not realize that the elf in question turns to reveal that he is indeed not an elf maid, but a musician like the female elf who was playing the harp. Kili looks a bit shocked, only for Dwalin to give him a wink at him, and everyone bursts out laughing.

"What did you expect?" Skye laughed. "That you thought it was an elf maid?"

"Guess he couldn't even pick up a date," Ward joked with a smile on his face.

"Yeah, that's funny," Kili responded in sarcasm. "Very funny."

Coulson, May, Elrond, and Gandalf were walking through the halls of Rivendell.

"Thank you for your hospitality," Coulson expressed his gratitude to the elven lord. "Can never thank enough."

"The pleasure is all mine, Coulson," Elrond said. "So I would like to hear more about S.H.I.E.L.D."

"Sadly, none of us are really dressed for dinner," Gandalf added.

"Well, you never are," Elrond chuckled as he was the first to sit down. "So, lets get on to business."

"This city is a great place to spend time during the summer," Coulson said thoughtfully. "Well, its a pity we don't have a city that is like that in our planet."

"So the planet Earth is where you are from?" Elrond asked that sort of question.

"Yes," May nodded.

"Hmm, mind if you tell me how you got here?" Elrond wanted to know.

"Well, S.H.I.E.L.D. dispatched me and my team to claim a Cosmic Cube in Brazil," Coulson explained. "We didn't understand what it was meant to do. As the cube, transported us and the entire plane, in which we call the Bus, on this planet."

"The Cosmic Cube," Elrond began to remember. "Now that is something I have not heard or seen for a long time."

"Sounds like to me that you came across one," May stated.

"Indeed," Elrond acknowledged. "There were over three cosmic cubes. These rare items are meant to transport objects or a person to a different habitable world, and one of them was used by an old friend of Asgard. His name was Bor, one of the greatest kings who fought by my side during the War of the Last Alliance."

"So that's exactly what happened?" May sighed and turned to Coulson. "This is the reason why we should've kept it contained."

"I was only following protocol," Coulson calmly argued and paused for a moment, sighed. "Guess Director Fury wasn't too clear on what the cube was meant to do."

"Then I should say you are very lucky to find someone who knows more about these cubes," Elrond smiled.

"Not to sound ungrateful, but is there any chance you can contact Asgard?" Coulson asked.

"That will have to take some time," Elrond answered. "I've never been in contact with Bor's son, Odin, who now runs the throne."

"We've heard of him," Coulson told him. "Though we never met him."

"There is another question, the cosmic cube that S.H.I.E.L.D. contained, is with you?" Elrond asked that.

"No," May answered, shaking her head twice. "We lost it when the plane slipped into the portal while we were on route. We had it contained, and let Fitz and Jemma to examine it."

"And that was when it backfired," Coulson said. "By accident."

"There are no accidents when someone contains something that doesn't belong to them," Gandalf said. "Since you were lucky to find someone who knew about these cubes, you must be extra careful. It seems to me that one of your team members accidentally touched the cube."

"And that is how it awakened its portal," Elrond added.

That was when Skye approaches the Lord of Rivendell and presents him the sword that Coulson gave her back in the troll cave.

"Um, I'm sorry to interrupt your moment of explanation," Skye spoke immediately. "Just wanted to ask, do you what this sword is? I was told that it was an elven sword. So I thought it might've belonged to you."

"May I see it?" Elrond insisted.

"Sure," Skye complied.

"This is Orcrist, the Goblin Cleaver," Elrond identified what this elven sword. "This is one Middle-Earth's finest blades, forged by the High Elves of the West, my kin."

"Does that mean it belongs to you?" Skye asked with a grin.

"No, but since you found it, it will serve you will," Elrond answered and offered it back to her.

"Thank you," Skye said, giving him a respectful nod.

Elrond then reads the runes on the hilt of the sword that Gandalf had found as well. "And this one that you carry is Glamdring... the Foe Hammer, sword of the King of Gondolin. These swords were made during the Goblin Wars of the First Age. It reminds me of another blade that belonged to an old friend since the end of the Second Age." He turns to face Gandalf and asks. "How did you come by these?"

"We found them, in a troll hoard on the Great East Road," Gandalf explained. "Shortly before we were ambushed by orcs."

And what were you doing on the Great East Road?" Elrond asked another question on what Thorin's company were doing.

Thorin wasn't in a good mood to answer any of Elrond's questions since he held a deep displeasure over them for a long time. He was willing to protest over that, but he did not. Instead, he decided to take his leave.

"Excuse me," Thorin said, rising from his seat and leaves the elven court.

"I don't think he was willing to answer that question," Coulson said.

* * *

During a cloudy night, Coulson, Ward, May, Jemma, Fitz, Skye, Gandalf, Elrond, Thorin, Balin, and Bilbo had all met in a vast hall, which was where the Lord of Rivendell lived. Every chamber around them moonlight all over. During the gather, Thorin continued to distrust the Elrond and his people.

"What is your problem about this?" Coulson asked, raising his voice a bit.

"Like I said, I will not reveal this map to you or anyone," Thorin rejected in a fierce tone towards him.

"So you don't trust us?" Jemma scoffed softly, not even believing how Thorin would not trust Coulson and his team since they aided the dwarves in their fight against the Orc pack.

"Seriously?!" Skye exclaimed. "This is how you thank him for giving us refuge here? Would they have done anything wrong to harm us? Huh?"

"Our business is no concern of elves," Thorin declared to her.

"And your been to stubborn," May responded, not thrilled

"Look Thorin, just show him the bloody map already," Fitz said, annoyed and impatient. "Just come out with it."

"It is the legacy of my people," Thorin argued and proclaimed that the map and key belonged to his kin, and not to anyone else. "It is mine to protect, as are its secrets."

"Okay you don't trust us, fine we get that," Coulson said, sounding exasperated since he had enough of this. "But we don't care how much you want to protect this map at all cost. Look, we've told you already about S.H.I.E.L.D. during dinner time. We keep secrets. Why? Because they're classified. Your map... unclassified. So please, if you have answers that you want to know from this map, you got it. So stop been so stubborn and show him the damn map."

"Thorin, you are standing here in the presence of one of the few in Middle-earth who can read that map," Gandalf reminded him.

"Thorin, just let it go," Balin encouraged him quietly.

Despite not wanting to do it, Thorin took his moment to think this through. His true goal was to reclaim Erebor and quietly for a few seconds, with everyone staring at the stubborn, he begins to hand the map to Elrond. Despite Coulson and his team gaining the upper hand of the dwarf's stubbornness and diplomatic way, Lord Elrond had a look at the old map.

Elrond looks at it.

"Erebor," Elrond spoke out the word in a neutral, but soft voice towards the dwarf and asked him. "What is your interest in this map?"

"It's mainly academic," Gandalf spoke out immediately, interrupting Thorin before he could have a chance to speak. It seems Gandalf was trying to help in trying to let Elrond and the elves from finding the truth of what Thorin's true purpose. "As you know, this sort of artifact sometimes contains hidden text. You still read Ancient Dwarvish, do you not?"

The Lord of Rivendell didn't respond to Gandalf's question while examining the map even further. As he walks a little bit away, Elrond realizes something while standing in the moonlight.

"Cirth Ithil." _(Moon Runes.)_ Elrond read it in Sindarin.

"Moon Runes," Gandalf translated the words Elrond had said seconds ago and finally understood. "Of course." He turns to Bilbo, Coulson, May, Ward, Fitz, Skye, and Jemma. "It was an easy thing to miss."

"What are Moon Runes?" Fitz asked, puzzled.

"These Moon Runes were created by our kin," Balin explained to him. "They were ordinary runes, but written in such a way that they could only be read when the light of the moon is shone behind the writing."

"So its like they're invisible," Jemma answered. "Just like ink, well invisible ink if you recall."

"This is some discovery," Fitz sounded intrigued by this. "Something that no one in S.H.I.E.L.D. would ever want to believe."

"Well in this case, that is true," Elrond agreed as he observed the map. "Moon Runes can only be read by the light of a moon of the same shape and season as the day on which they were written."

"Can you read them?" Thorin asked, eagerly.

"Indeed, master dwarf," Elrond nodded. "Follow me."

Minutes later, Elrond had been leading the company to an open area outside, on the side of a cliff with waterfalls all around. As the moon was shining behind some clouds, the eleven of them walk up to a large crystalline table.

"These runes were written on a Midsummer's Eve by the light of a crescent moon nearly two hundred years ago," Elrond explained as he gently laid the map on the crystalline table and waited for the clouds to move away in order for the moon's ray of light to shine on the table. He would then turn his head directly to Thorin and addressed him. "It would seem you were meant to come to Rivendell. Fate is with you, Thorin Oakenshield; the same moon shines upon us tonight."

As they look up, the clouds eventually float away, the moon began to peak out and the rays of moonlight hits the crystalline table, causing light to flow through the map. Skye gasped in awe when she noticed ancient runes were becoming visible on the map.

"Unbelievable," Jemma breathed in awe.

"Stand by the gray stone when the thrush knocks," Elrond translated them out loud. "And the setting sun with the last light of Durin's Day will shine upon the keyhole."

"Can somebody tell me what Durin's Day is?" Skye asked in curious way.

"It is the start of the dwarves' new year," Gandalf explained to her about dwarves' holiday. "It is when the last moon of autumn and the first sun of winter appear in the sky together."

"This is ill news," Thorin recalled, as if he is in a panic. "Summer is passing. Durin's Day will soon be upon us."

"We still have time," Balin reassured him.

"Time for what exactly?" Ward asked, puzzled since he or the entire team did not know. "I means whats this got to do with the map."

"This map leads us to hidden doorway that was made by the dwarves," Balin explained. "The only we need to do is stand exact spot at exactly the right time. Then, and only then, can the door be opened."

"So this is your purpose, to enter the Mountain,"

[Thorin:] "What of it?"

[Elrond:] "There are some who would not deem it wise."

[Thorin takes back the map gruffly.]

[Gandalf:] "Who do you mean?"

[Elrond:] "You are not the only guardian to stand watch over Middle-earth."

[As Elrond walks away, Gandalf turns slowly, thinking deeply.]

* * *

"I really don't find that funny," May said, not amused on what Bofur did to Bombur.

"Oh, it was just a joke," Bofur said, apologizing.

"You know, we never had a chance to learn about your story," Skye wanted to bring that up.

"You think we should tell them?" Kili asked Balin.

"Indeed we will," Balin agreed as he stands up.

"So what story are you gonna be telling us?" Ward asked, chewing his food.

"We dwarves are known to live in the mountains of this world," Balin began his story. "And one mountain that was our home was Erebor, in which some in Middle-Earth, call it the Lonely Mountain. Our civilization goes way back, and we dwarves spent centuries building magnificent halls inside the mountain. We called it our stronghold and it was ruled by the great and noble Dwarf Kings, descendants of Durin the Deathless, in which we call it the line of Durin. One of the mightest dwarf lords, who sat upon the throne, was Thror, King under the Mountain. Thror ruled with utter surety, never doubting his house would endure, for his line lay secure in the lives of his son Thrain and his grandson Thorin. The skill of the dwarves was unequaled, fashioning objects of great beauty out of diamond, emerald, ruby, and sapphire. Ever they delved deeper, down into the dark. And that is where they found it. The heart of the mountain. The Arkenstone. Thror named it the King's Jewel. He took it as a sign, a sign that his his right to rule was divine."

"Don't stop," Skye said, noticing a sad face coming from the dwarf. "Something terrible happened."

"Indeed," Balin sniffed and didn't feel to go on, but he decided to since he promised her and the rest of Coulson's team on everything they wanted to know about the dwarves. "As the years of peace and plenty were not to last, the days were turning sour, and the watchful nights was closing in. Thorin and I, as well as Thrain, began to grow worried of Thror's love of gold. His love for the gold was growing too fierce, and a sickness had begun grow within him. It was a sickness of the mind. And where sickness thrives, bad things will follow. On that day, we've heard a noise like a hurricane coming down from the north. The pines on the mountain creaked and cracked in a hot, dry wind. We thought it was storm, but it wasn't. It was a storm of fire."

"You mean like a fire storm?" Fitz asked, confused on what the dwarf had meant about a storm being on fire.

"We never thought these beasts still existed," Balin went on. "We never thought we won. This storm came from a fire-drake of the north. His name... was Smaug. Such wanton death was dealt that day, and no man or dwarf would stand against Smaug. His eye was set on another prize. For dragons covet gold, with a dark and fierce desire. Erebor was lost, for a dragon will guard his plunder as long as he lives. Everything was taken, but none of us could do anything but to go back or even face the beast. The only thing we do was run, and we did. Thorin tried to call for the Elves of Greenwood to come to his aid in helping many dwarves who were running in the sight of terror. Some were terribly injured, and we thought the elves would anything in helping us recover from this devastation." He sighed in disapproval. "But they didn't."

"What did they do?" May asked.

"Thranduil, the Elven King of the Woodland Realm, would not risk the lives of his own kin to face against the wrath of the beast," Balin answered her and went on. "No help came from the elves that day, or any day since."

"So its like the elves turned their back on him?" Skye asked.

"And that's exactly what I said early?" May reminded herself and nodded her head a bit. "I was right."

"That's sounds dreadful," Jemma expressed how she felt about Thorin and the dwarves.

"So this is what you've been planning?" Coulson understood the story and finally got the answer. "You're going to reclaim your homeland."

"That is correct Agent Coulson," Balin nodded and sighed. "Its the reason why we established this company from the very start. To end the reign of the beast and restore everything that was lost long ago."

"Its an honorable thing, but hasn't Lord Elrond made it clear that those who would enter the mountain would be unwise," Coulson concluded. "It seems to be dangerous."

"Yes," Balin sighed.

"But why?" Skye asked, concerned. "Why risk yourselves in wanting to reclaim a lone mountain where a dragon has taken over. I think Lord Elrond is right. I don't think its wise to do it. Its suicide."

"I have told that to Thorin once," Balin said, agreeing to her words. "I worry of what he could become. How a lonely dwarf king would succumb to the sickness that infected his grandfather."

"We won't stop you from continuing your quest," Coulson said. "But have any of you considered in finding another place to resettle from the horror that happened?"

"We did... but it was a trap," Balin answered.

"What kind of trap?" Ward asked, wanting to know more of what happened.

"After the dragon took the Lonely Mountain, King Thror tried to reclaim the ancient dwarf kingdom of Moria," Balin explained a different story. "But an old enemy of ours had gotten there first. Orcs. Moria had been taken by legions of Orcs lead by the most vile of all their race: Azog, the Defiler. The giant Gundabad Orc had sworn to wipe out the line of Durin. He began by beheading the King. Thrain, Thorin's father, was driven mad by grief. He went missing, taken prisoner or killed, we did not know. We were leaderless. Defeat and death were upon us. That is when I saw him: a young dwarf prince facing down the Pale Orc. He stood alone against this terrible foe, his armor rent…wielding nothing but an oaken branch as a shield. Azog, the Defiler, learned that day that the line of Durin would not be so easily broken. Our forces rallied and drove the orcs back. Our enemy had been defeated. But there was no feast, no song, that night, for our dead were beyond the count of grief. And I thought to myself then, there is one who I could follow. There is one I could call King."

"So... Thorin is a King?" Jemma asked, beginning to sound intrigued and excited by letting out a giggle.

"So this is why Thorin is so eager to reclaim his home," Coulson said, nodding by her head. "Its his birthright."


	3. Chapter 3

At the sight of dawn, it was time for the company to make the move. Summer was about to pass in a couple of weeks and the company doesn't have time to stop or rest. Coulson, May, Ward, Skye, Fitz, and Jemma were undetermined whether they should continue on the journey with the company. The decision was made as Coulson and his team agreed to accompany the dwarves on the long journey towards the Lonely Mountain and reclaim it from Smaug. It is unknown what lies ahead.

Everyone in the company has been fully packed and hike along the path leaving Rivendell. This was going to be the last visit the company would stay at. Bilbo, however, felt a bit unhappy that he was leaving the city. he couldn't bother looking back at it since he really loved that place so much as if he really wanted to stay there.

"Be on your guard," Thorin informed the company. "We're about to step over the edge of the wild." He turns to Balin who was ahead of him. "Balin, you know these paths, lead on."

"Aye," Balin complied to his future king's command.

"How well do these paths?" Ward asked the leading the dwarf.

"These paths can be very narrow, so we all have to stay in a line," Balin replied.

War didn't sound to thrilled to hear that. "I hate narrow paths."

"Try to get use to it Ward, it reminds one of the biggest hikes I did when I was twelve," Coulson recalled. "Though, it wasn't too fun."

"How many times have you hiked?" Skye scoffed.

"A few," Coulson answered.

Bilbo stops for a moment and turns to state back at the city of Rivendell for one last time. He had a choice; either he leaves the company and goes back to Rivendell, or just leaves with the company and never see it again. This was the biggest choice he had to make. Agent May noticed and walked over to him.

"Bilbo, I suggest you try and keep up, otherwise you'll be left behind and find your way back to Rivendell," May told him.

"No, of course not, I'll keep up," Bilbo gulped nervously since he couldn't stop staring at May, who was really taller than him.

"Everything alright?" May asked, concerned and suspicious.

"Fine," Bilbo responded his only word and pulls away to follow the others.

May shakes her head with a smile and sigh and moves on to follow last. For hours, the company had been trudging through a wilderness on their left. The Misty Mountains, which wa where they were going, was short distance away. The upper parts of every mountain between the regions of Eriador and Rhovanion were capped with snow, and the company had been spending the time walking over ranges, rivers, and waterfalls they pass.

Slowly, their path became a lot more higher and higher as they loom over the fields below them. They were growing nearer to the Misty Mountains, and once they begin to cross towards the region of Rhovanion, the path would be very narrow and it would make it very difficult to cross. Finally, the company finds themselves climbing a vast mountain range, through rock and snow, framed against the blue sky behind them.

* * *

The next day, a fierce storm began to rage in the air and numerous lightening strikes in any direction, and rain was pouring down without mercy. Thorin and Coulson quickly lead the company across a narrow, dangerous trail on the side of the mountain. The cliff lied one of the path, with a sheer drop on the other.

"Oh great, raining cats and dogs," Skye sighed. "Should've brought an umbrella."

"Just keep going Skye," May ordered. "Don't look down."

"I'm not," Skye said. "I'm looking straight.

"Well this comforting," Jemma laughed pretendedly and looked quite scared. "This is living nightmare. I do not like this."

"Just try not look down!" Ward raised his voice from behind her. "Don't worry, I'll catch you if you slip."

"Let's hope I don't," Fitz said in a nervous tone.

"Like I said, don't look down on the other side," May repeated.

"Seems you are very protective, May," Kili admired.

"Its my job to keep the entire team safe, including you and your kin," May said.

"Well don't worry, I know protect myself," Kili said. "If anyone tries anything, I'll send my sword into their guts."

As Bilbo had been walking, the stone heath him suddenly gives way and was about to fall down. May and Dwalin and merged to catch him in the nick of time and press him on the stone wall.

"Thank you," Bilbo breathed heavily.

"Try and watch where you step!" May exclaimed. "Otherwise you won't be that lucky the next time!"

Dwalin stops and points up, looking at something in the distance and yells. "LOOK OUT!"

Everyone stops and at the sight of shock and confusion, a massive boulder hurtles through the air. It hits the mountainside above the company, sending rocks crumbling down around them as they press themselves against the side of the mountain.

"Where the hell did that come from?!" Coulson yelled.

Balin steps forward and points up at the sky. "This is no thunder storm! It's a thunder battle! Look!"

From a nearby mountain, a massive Stone Giant rears up and rips a giant chunk of stone from the top of a mountain.

"Wow," Skye breathed in shock.

"Can somebody tell me what that is?!" Fitz screamed in surprise.

"Giants!" Bofur loudly replied. "Stone Giants!"

"Made out of rock?" Jemma said, confused. "Oh this is a nightmare after all."

The stone giant throws the rock across the valley and it crashes into another stone sgiant that had been rising from the mountainside. The company watches and were caught in the middle of a stone battle.

"Everyone, take cover!" Coulson yelled.

"Hold on!" Dwalin yelled too.

Debris was now falling over the Company once again and they immediately hold onto the mountainside as the ground beneath them begins to crack and split below them, separating the half of the company.

"Jemma, grab my hand!" Fitz yelled as he tries to reach Jemma's hand, but it was to late.

"Fitz!" Jemma screamed in horror.

Fitz, Ward, Coulson, Gloin, Balin, and Thorin begin to drift away from the others. It turns out that they were all standing on the knees of a third Stone Giant, who was rising slowly to join the fight. The second stone giant lumbers over, giving a huge headbutt on the third stone giant. As the third giant falls backwards, the others, who were separate from Fitz, Ward, Coulson, Gloin, Balin, and Thorin, are sent tumbling forwards and backwards, hanging onto the mountainside for dear life. Fitz, Ward, Coulson, Gloin, Balin, and Thorin manage to safely jump onto the still side of the mountain.

"Go, go, go!" Ward yelled.

"Run!" Coulson shouted. "Get off! Get off!"

The third giant rises back up again. Slowly, the second stone giant throws a chunk of rock towards the head of the third giant, sending it falling back into its place on the mountain. Fitz, Ward, Coulson, Gloin, Balin, and Thorin watch helpless as the rest of the Company is seemingly crushed between the stone.

"NO!" Thorin roared in horror. "No! Fili!"

"May!" Coulson called out in horror. "Skye! Jemma!"

"We're okay!" May called back.

Coulson sighs deeply in relief and runs forward across the ledge. He runs along the path, finding the other alive and well, not even crushed.

"It's alright!" Skye responded loudly. "We're alive!"

May scans the mountainside and discovered that someone in the company was missing. She noticed that there was no sign of Bilbo.

"Where's Bilbo?!" May exclaimed.

"Where's the hobbit?" Bofur looked around in a panic.

"I don't know, he was right next to me!" Jemma replied, panicked as she looks sideways.

"There!" Bofur pointed loudly, shocked to find Bilbo dangling off the edge of the cliff. "Over there!"

"Oh my god, Bilbo, hold on!" Skye gasped in shock.

"Get him up!" Coulson cried.

"Grab my hand!" Fitz shouted as he held his hand out for Bilbo to grab.

"Bilbo!" Bofur cried out as he too tried to reach Bilbo.

That was when Grant Ward swings down on the cliff next to Bilbo and managed to boost him up. The others haul him onto the ledge as he climbs up behind Bilbo.

"You okay?" Ward asked the shaking hobbit.

"Uh-huh," Bilbo nodded as he breathed heavily in exhaust and relief.

"I thought we lost our burglar," Dwalin said in relief.

"He's been lost ever since he left home," Thorin said. "He should never have come. he has no place amongst us."

"Have no place?!" Skye exclaimed. "Why do you say that to him?! What has he ever done in being a problem to you?!"

"Skye, let it go, Thorin makes a point!" May growled.

Skye scoffed and couldn't believe what May would say. "Your taking his side on that?"

"He almost got killed," May argued. "This is a dangerous assignment, and someone, who doesn't have the experience shouldn't be on this expedition."

"Well Jemma, Fitz, and I don't have enough experience on this dangerous expedition," Skye argued back. "So unless if you got a problem with that, maybe you should try to cut every one of us some slack. Besides we're a team."

"We've been a team for months Skye, but May has a point," Ward agreed to May and Thorin's point of view.

"Well it doesn't matter, we're all here and alive, so why don't we just find some shelter," Jemma shivered.

"She's right, will argue later," Coulson said.

* * *

After the pathway was starting to become narrow, the company managed to reach a cave that was all but dark, still, and silent.

"It looks safe enough," Fitz stated about the cave.

"Search to the back," Coulson ordered. "Some caves in mountains can be occupied by animals."

"Right behind you," Dwalin said.

Ward gets his flashlight out and enters first with Dwalin and May behind him. They search all over the cave and reach the back of it. After a brief investigation, they return to the others to inform the news.

"Clear!" Ward called out in front.

"There's nothing here," May said. "Its all clean."

Gloin drops a bundle of wood on the flat rocky floor of the cave and rubbed his hand together in a grin. "Right then! Let's get a fire started."

"No. No fires, not in this place," Thorin rejected the idea in making a fire in a cave. "Get some sleep. We start at first light."

"We were to wait in the mountains until Gandalf joined us," Balin recalled about the plan. "That was the plan."

"Plans change," Thorin said. "Gandalf knows all these lands. He'll try to meet us at the slopes of Erebor. Time is running out Balin, we have to be there once we find the hidden door. No delay."

"Anyone wish to volunteer to take first watch?" Fili asked.

"Leave it to me," May volunteered.

"Are you sure?" Kili scoffed.

"May doesn't like to sleep," Coulson told him. "She hates coffee though."

"Don't even pull that one," May sighed, not wanting to hear that.

"I hate coffee," Gloin spat.

* * *

For hours, the storm was starting to dissipate while everyone in the company was fast asleep, resting on top of piles of luggage. From the corner of the cave, Bilbo opens his eyes. Seeing that no one is awake, he quietly rolls up his blankets and packs his things. Packed and ready, Bilbo makes for the cave entrance, only for May to spot him.

"Leaving?" May asked him in a quiet tone.

"Yes," Bilbo nodded. "I'm heading back to Rivendell."

"Do you know the safest parts to get back?" May asked him that.

"Yes," Bilbo nodded. "Hobbits are very cleaver at remembering sorts of places, especially when they're new. You and Thorin were right about me. Even though, I knew already that should I never had come. I'm not a Took, I'm a Baggins. I don't know what I was thinking. I should have never ran out my door."

"We all make mistakes, especially making a decision on things that a person should or never do," May explained her theory and expressed her deepest sympathy for the little hobbit. "I understand that you're homesick."

"Yes I am," Bilbo paused and sighed for a moment. "Point is, I never like to keep secrets, but in S.H.I.E.L.D., every one of us has to follow protocols… and orders."

"I'm surprise to see how a woman like yourself really has the courage than a hobbit," Bilbo admired.

"In my world, women work equally with men," May told him. "Many are brave, unafraid, and have the courage to do what it is necessary to protect those that they love, even their own countries."

"Is there war there?" Bilbo wondered.

"Yes," May nodded her head. "There is war, caused by corruption and sinister folk that seek to rip everything apart, but many of us fight back to bring peace, justice, and liberty to the world."

"In the Shire, there is never war," Bilbo brought up. "Its all quiet, green, and filled with light."

May looks at Bilbo and responds with an understanding look on her face. "I wish you all the luck in the world. Safe travels."

Beaming, May places his hand on Bilbo's shoulder. Bilbo and May exchange one final look, before Bilbo turns around to the exit. That was when May began to notice something.

"What's that?" May asked, pointing at Bilbo's belt.

Bilbo stops to look down and noticed that something was glowing. He pulls his sword partway out of its sheath, and at a sight of shock and wonder, it was glowing blue. Bilbo had no idea why it was shining blue, but that was when he began to remember how Gandalf explained about the blade and that it would glow blue if Orcs or Goblins are nearby. This could mean one thing; Orcs were coming to where the company was, but where?

Ward woke up first when he heard strange mechanical noises coming from the ground. He looks down, seeing the sandy ground beneath him was starting to crack apart. "Guys, wake up! Wake up!"

Before anyone could react or wake up, the cave below them collapsed downwards and entire company, including May and Bilbo, went sailing down a chute, sliding through tunnels and passages as they yell and scream. Eventually, the fall ended when they landed onto a wooden cage. As they struggle to get up, a horde of vicious and noisy goblins were running towards the company and viciously attack them.

"Aaaah!" Jemma screamed in horror. "Fitz! Help me!"

"Jemma!" Fitz cried as he punched a goblins in the face and tried to save her.

Ward was fighting back against a number of these savages, but many more surround him and jump onto him. The tough agent was doing as much to fight back, but was held down onto the ground. May was fighting too, using her martial arts skills which is something the goblins had not seen before. That was when several goblins that used their whips to tightly grab hold of her arms and legs.

The rest of the dwarves were also fighting back, but were been overwhelmed by a sheer number of them. Eventually the goblins viciously take their weapons, pushing them forwards. As they are led away, Bilbo crouches out of sight and saw that any goblin that passed him did not even spare him a glance. Bound and tied, May looks over her shoulder and see Bilbo hiding. Before she can do anything, the goblins push her forward.

The goblins lead the company down a vast network of tunnels and wooden bridges. Everyone in the company looks around and saw thousands of other goblins that were looking on, snarling. There, they are being led to a massive throne room while hearing the sound of loud horn blows. Nearly every member of the company covered their ears to prevent from hearing the sound of discordant music that was been played by a goblin band.

"Get off me!" Skye shouted, struggling to free herself. "Get off me!"

With a wheeze and a cough, a massive goblin had been hearing the sound of the music and felt truly entertained by it. His name was Ogrod, and he was described to be far larger and uglier than any other goblin. He had lots of warts, lumps, and scars, and carries a large staff decorated with an animal skull, closely resembling a ram, adorned with shrunken heads.

"I feel a song… coming on!" Ogrod exclaimed in excitement and began to sing as the his soldiers were bringing the company towards him.

 _Snip snap, the black crack_

 _Grip, grab, pinch, and nab_

 _Batter and beat_

 _Milk 'em, stammer and squeak!_

 _Pound pound, far underground_

 _Down, down, down in Goblin Town_

 _With a swish and smack_

 _And a whip and a crack_

 _Everybody talks when they're on our rack_

 _Pound pound, far underground_

 _Down, down, down in Goblin Town_

 _Hammer and torch, get out your knockers and gongs_

 _You wont last long on the end of my prongs_

 _Clish, clash, crush and smash_

 _Bang, break, shiver and shake_

 _You can yell and yelp_

 _But there aint no help_

 _Pound pound, far underground_

 _Down, down, down in Goblin Town_

After Ogrod finished singing his song, he pounded his staff very hard, causing every goblin to be silent. He turns back towards the throne and sits himself down without any help.

"Catchy, isn't it?" Ogrod said with a wicked grin. "It's one of my own compositions."

"You call that a song?" Ward scoffed.

"Its a song that I consider as an entertainment!" Ogrod exclaimed, giving him a snarly look on him. "Perhaps an applause would be better."

"That's not a song, it's an abomination!" Balin cried in disgust.

"Abominations, mutations, deviations… that all you're gonna find down here," Ogrod replied, ignoring the Balin's insults.

The goblins pile all the weapons together as Ogrod leaps from his throne to get a closer look on the intruders.

"Now, I would want to know why you all would be so bold as to come armed into my kingdom," Ogrod demanded to know in a very harsh tone. "Who are they? Spies? Thieves? Assassins?

Grinnah, who served as Ogrod's second-in-command of the colony, steps forward to explain. "Dwarves and Humans, your malevolence."

"Dwarves… Humans, in my domain?!" Ogrod exclaimed. "How did they get in here?!"

"We found them on the Front Porch," Grinnah continued his explanation.

"Well, don't just stand there! Search them!" Ogrod ordered fiercely. "Every crack, every crevice."

The goblins rush forward, searching thoroughly. Whatever they find, the goblins throw on the ground and destroy. Grinnah also grabbed Oin's hearing trumpet and crushes it underfoot. Oin was shocked and tried to rush forward to pick it up, only for May to pull him back. As the goblins continue to search for hidden items, such as weapons, one goblins emptied out a large bag of Elvish cutlery and candlesticks. it turns out that every cutlery and candlestick belonged to Rivendell.

"Where did those come from?" Skye asked, whispering to Fitz.

"Oh no," Fitz whispered back, not sounding too pleased on why the dwarves would steal such things that didn't belong to them.

Grinnah grabs one of the stolen elven candlesticks and passes it to his king. "It is my belief your great protuberance… that they are in league with elves!" He openly claimed, believing that Coulson, May, Skye, Ward, Fitz, Jemma, and the dwarves were allies to the Elves of Rivendell.

"Let's have a look, hmm…" Ogrod examined the candlestick. "So this trinket was made in Rivendell." He continue to look at it and felt disgusted. "Ah. Second Age. Couldn't give it away."

Ogrod tosses the candlestick aside. As that happened, Dori and Orc turn to face a guilty-face Nori.

"It was just a couple of keepsakes," Nori admitted.

"Wait, are you saying that stole them?" Skye whispered sharply and scoffed. "What were you thinking?"

"What are you doing in these parts?" Ogrod demanded. "Speak!"

Before Coulson was about to speak and try his part to help him and the company get out of, Oin stepped forward to speak.

"Uh don't worry, lads," Oin offered. "I'll handle this!"

"No tricks!" Ogrod warned. "I want the truth. Warts and all."

"You're going to have to speak up," Oin said and raised his flat trumpet in front. "Your boys have flattened my trumpet."

"You know, I was going to think of that!" Ogrod growled and starts to walk towards Oin. "I will flatten more than your trumpet!"

"Wait, wait, wait, stop! If it's more information you want, then I should be the one you should speak to!" Fitz exclaimed, offering to speak to protect Oin from been harmed by the Goblin King.

"Oh for goodness sake Fitz!" Coulson snapped. "Let me do the talking so that way I can…"

"Be silent!" Ogrod shouted, pointing his staff directly at him. "The young one will speak, and you be silent."

"Sounds like a threat? Would'a say?" Coulson stated.

"I threaten an outsider anytime I want!" Ogrod exclaimed and turned back to stare at Fitz, and now talking to him in a low calm voice. "Now, I'm going to ask you one more time. Why were you and your companions wondering in these parts?"

"Doesn't it sound obvious," Fitz scoffed and explained. "We were… well, we were actually taking route across the mountains. We thought it was the best road, um well, ah… well its not much of a road, its not even that, come to think of it, its more like a track of some sort. Anyway, we were on this road, like a path, like a track, and then we weren't! Which is a problem, because we were supposed to be in Washington last Tuesday." He turns to the rest of the team. "Right?"

"Yeah, we were were visiting distant relations," Jemma said, nodding her head nervously.

"There, now you see," Fitz said. "We told you everything. So which means you can let us…"

"Will you please… SHUT UP!" Ogrod roared, causing a massive silence. He snorts and stares at the company. "Whatever your telling me, I will not buy it. So whatever your hiding, its not going to last. Which means, I will have no other choice but to rip-it-all-out. Since none of you are willing to tell the truth, we'll have to make you all squawk." He turns to Grinnah and his soldiers. "Bring out the mangler! Bring out the bone breaker!" Then he turns back to face Fitz and points his finger at him. "Start with this one. Let's see if he's inclined to tell the truth. Otherwise, you give me no choice."

"Look, I told you already!" Fitz exclaimed. "We're really telling the truth. We didn't mean to come here. We were meaning to go on."

"If you wanted to go on, then you and your friends should've thought of entering a realm which is forbidden for certain outsiders," Ogrod said.

"Look don't do this," Coulson pleaded as he steps in front to keep Fitz safe. "We can try to talk this out. Give me a chance to speak."

"I'm afraid its out of the question," Ogrod declined. "Unless if your willing to take his place."

"I be glad to, but you should know something, I too get a lot of threats when I face certain people, don't know why, but I'm always good at talking my way out of it," Coulson explained about himself. "Its very simple, the reason I'm good at talking my way out, its because I'm good at negotiating.

"Oh, so you wish to negotiate?" Ogrod scoffed. "Very unwise. Do you have any idea who you are speaking to?"

"Hmm, I know your the king," Coulson answered.

"That is correct!" Ogrod raised his voice and gave him a sneer. "I am the King. You and your friends are my prisoners, so what are you going to do about it?"

"I don't know, though I would recommend you let us go," Coulson responded, showing the king how unafraid and brave he was.

"Why?" Ogrod asked, confused.

"Cause, I have the cavalry," Coulson answered.

Ogrod and every goblin began to snarl in laughter, thinking that Coulson was making it all up.

"A Cavalry?" Ogrod laughed. "Seriously, a cavalry of riders coming to your aid. Well, I don't see any outsiders riding in here. They won't even last a minute. The weight of their horses won't be able to reach across any platform that we built."

"So your going to ignore Coulson's threats?" Ward asked, giving him a grinning smile.

"Of course I'm ignoring his threats because I know he's bluffing," Ogrod laughed wickedly. "Seriously, a cavalry coming here. Sorry."

May gave him a very glaring look. "Listen, you and your people do not want to mess with us. Why? Cause I think your staring at the Cavalry right now."

"Staring where?" Ogrod scoffed in laughter. "I'm starting to croak at this. I do not think you know what your dealing with here woman. So, perhaps maybe I should have you all thrown off the platform!"

"Wait!" Thorin bellow as he steps in front between Coulson and May.

"Well, well, well, I can't believe my eyes," Ogrod sounded amazed to recognize him. "Thorin Oakenshield, what a pleasant surprise for you and your kin to coming here. The Great King of Erebor, or perhaps King Under The Mountain." He gives a mocking bow towards him. "Oh wait, wait, I think I'm starting to forget something. What was it? Hmm." He pretended to think and went on. "Ah yes, I remember, you don't have a mountain at all. You lost it. Everything is gone. Which means, your not a king at all. Your… nobody. But I know someone who would pay a pretty price for your head. Just the head, you know nothing attached. Perhaps you know of whom I speak. An old enemy of yours. A Pale Orc astride a white warg."

Thorin looks up in disbelief. "Azog the Defiler was destroyed. He was slain in battle long ago."

"So you think his defiling days are done, do you?" Ogrod chuckled at his surprise. "Wrong. The Defiler lives, Thorin. Perhaps you weren't as strong enough to kill him. Pity. Well, don't you worry, I'll make sure that you stay alive once I watch the Defiler rip your head off."

"If I stay, will you let my companions go?" Thorin asked, pleading for his entire company to live.

"And why would I want to do that?" Ogrod scoffed.

"They have nothing against your will," Thorin said. "This is between me and you. Just them go."

"You mean between you and the Defiler," Ogrod chuckled evilly. "No deal. I'm afraid your friends are going to suffer a really exclusive death. I'll make sure they die first and you can watch helplessly." He then turns to a tiny Goblin Scribe who was sitting in a basket. "Send word to the Pale Orc. Tell him, I have found his prize."

The scribe writes down this message on a SLATE. With a cackle, he pulls a lever and sails off into the dark caverns below. Unknown to the company, none of them didn't notice there were few S.H.I.E.L.D. fireflies behind them. It turns out they were being watched by S.H.I.E.L.D. all along.

* * *

Inside the control room of the Hub, Victoria Hand, Jasper Sitwell, Barbara Morse, Felix Blake, Maria Hill, and John Garrett had been watching the whole thing.

"Oh they're screwed," Maria murmured to herself.

"Well we better think of something fast before Coulson and his team, and of course their bearded friends…" John pauses and looks at them for a moment. Embarrassed, he decided to go on. "… well, only a few who are not, are about to become dinner, unless if they're cannibals."

"I don't care whatever it takes, we have to get them out," Victoria said, raising her voice.

"Consider it done," Sitwell complied.

"You know, that was really good for what Coulson said about the Cavalry," Blake scoffed, thinking how funny it was. "Didn't think those ugly, spotted a-holes would fall for it."

"Well they didn't," Bobbi sighed. "Cause they knew he was bluffing. Guess that didn't work out."

"Hmm," Blake nodded to her agreement.

Fury eventually came in and demanded a full report. "Were you able to retrace the route of the Bus' signal?"

"Yes we did, all accountable," Victoria said.

"And the cube?" Fury asked that as well.

"We have it here sir," Maria said.

"Good, keep it contained and make it fast," Fury said. "I want to make sure we have the scientific way to get ourselves from our planet to that one."

"If I may sir, since we've followed them from… ah…" Sitwell paused and felt like he didn't know where to go.

"I'm sorry, did you say 'ah'?" Fury asked, raising his voice.

"Sorry sir," Sitwell apologized. "I was meaning to say they stopped at a place called… Rivendell. That's what we heard, so they traveled across a dangerous route, nearly killed by Stone Giants, and they end up in a vast lair filled with a horde of nasty, or should I say disgusting mongrels."

"Is that all I have to hear?" Fury demanded. "Your lucky I don't have to suspend you, Agent Sitwell."

Sitwell looked embarrassed and had his head down as he answered. "No, sir."

"Good, I want that cube all set up," Fury ordered and moved up closer to Victoria. "Immediately. No delay, if necessary." He turns to Agent Sitwell. "And Agent Sitwell, I wanna make sure you, Hill, and Agent Blake can try and stall these mongrels before they take taste on one of my own agents."

"Yes, sir," Sitwell complied to his orders.

Fury stares at him and scoffed annoyingly since Sitwell was standing still like a statue. "That means now!"

"On it sir," Sitwell nodded and moved pass Hill. "Excuse me."

* * *

Later on, dozens of goblins were carrying massive instruments of torture towards the throne room for the company to suffer and die. Before the trotting was about to begin, Ogrod had been happily prancing around his throne, singing a horrendous song.

 _Bones will be shattered_

 _Necks will be wrung_

 _You'll be beaten and battered_

 _From racks you'll be hung_

 _You will die down here and never be found_

 _Down in the deep of Goblin Town_

While Ogrod had been singing and dancing during the celebration, Grinnah had been examining Skye's weapon, which was Orcrist. Unaware what the sword was, he slides it a few inches from its sheath.

"Aaah!" Grinnah gasped in horror when he recognized the weapon and there down the sword in front of his king.

Orcrist had landed in view of Ogrod and all the other goblins that began to howl in fear since they recognized that weapon.

"I know that sword!" Ogrod howled. "It is the Goblin Cleaver! The Biter! The blade that sliced a thousand necks!"

As he speaks in horror, Grinnah and his men pull out their weapons and whips, and beat the Company to the ground.

"They know the blade," Skye whispered in shock.

"STOP!" A man's voice yelled in an unknown area.

There was now silence in the cavern. The goblins were all confused when they heard that sound. Some looked around sideways and did not know who spoke. Coulson and his team looked around too since the voice was very close. The dwarves were also confused as well.

"You said that?!" Ogrod demanded. "Well speak up!"

"This Mr. Sitwell speaking," Sitwell spoke.

"Sitwell," Coulson whispered in relief. "I don't believe it."

"Where are you?!" Ogrod exclaimed in fury, looking around. "Show yourself!"

Inside the the control room, Sitwell had been speaking directly to Ogrod along with Victoria Hand and Felix Blake.

"Be silent worm!" Sitwell exclaimed from the S.H.I.E.L.D. bug microphone. "I don't care about your threats. I don't care what you'll do. So I'm going to give you a chance to stand down."

"You are carrying prisoners that belong to us, so we're going to ask you to release them," Victoria spoke as well. "Or else."

"Or else what?" Ogrod demanded.

"Or else we'll have this whole cavern blown to pieces along with you and your people in it," Blake warned.

"Yeah," Sitwell nodded and went on. "We placed bombs in every corner of your kingdom, so unless if you want to live, you will let them go… now!"

Ogrod looks around and didn't see anything, then he began to snarl angrily. "This is an outrage! Its a trick!"

"We're not bluffing," Maria spoke out too. "This is your last warning. Release them… now."

"Hahahaha, go ahead," Ogrod chuckled wickedly and takes a moment to turn his head sideways. "I knew it! It is a trick! Its an ambush! We're under attack!"

"Seems to me that didn't work so well," Coulson said to his teammates.

"Gee, and I thought he was stupid to fall for all that," Ward imagined.

Ogrod turns to the company and yelled. "Slash them! Beat them! Kill them! Kill them all" Then he points to Thorin. "Cut off his head."

As goblins hold Thorin down, one raised a knife high above his head and was about to execute him. Suddenly, a vast explosion of white light came out of nowhere, and sent many goblins and all the torture machines flying while the company were knocked to the ground.

Back at the Control Room of the Hub, everyone witnessed the light, and some, including Victoria and Jasper, were confused on where it came from.

"Can somebody tell me what just happened?" Victoria demanded a report.

"That was not an explosion," Agent Shaw replied.

"Then what was it?" Victoria demanded.

Agent Sitwell began to noticed something and pointed at the screen. "Over there."

The whole company slowly get up and notice a shadow framing against the dim light. The shadow was revealed to be Gandalf the Grey, who was already armed with his sword and staff. Slowly, the company and the goblins around them recover from the shockwave, and turn their eyes towards the wizard.

"Take up arms," Gandalf spoke to the company. "Fight. Fight!"

Coulson, May, Ward, Skye, Jemma, Fitz, and the dwarves quickly get themselves up and fend off the goblins around them while Gandalf slices through the oncoming goblins like butter.

Ogrod points at Gandalf's sword, trembling in fear. "He wields the Foehammer! The Beater! Bright as daylight!"

Coulson, May, Ward, Skye, Jemma, Fitz, and the dwarves reach for their weapons to grab and wield. Axes, swords, and hammers are tossed, and together, they charge into battle, shooting war cries. Agent May and Kili slice through a number of goblins across the platform, spraying black blood all around. Without Kili seeing, Agent swings her sword backwards into a goblin that nearly struck her from behind. She even kicked two goblins off the platform and continue to fight with the others.

Fitz, in a haste, accidentally trips over a body and falls to the floor. That was when Ogrod rises to his feet and charges forward, bringing his mace down on Fitz. That was when Skye intervened, deflecting Ogrod's blow. With a frightened howl, Ogrod falls backwards and off of the platform. He goes sailing down into the abyss below, screaming like a coward.

"Wow, awesome," Skye breathed in amazement.

Every member of the company butcher the goblins, fighting with great severity. One goblin came to attack War, but the tall agent swung his blade and decapitated him.

"Follow me!" Gandalf yelled, urgently. "Quick! Run!"

At a quick pace, the company sprint out of the throne and follow Gandalf towards the exact exit where the wizard had came. However, as they ran, herds of angry and noisy goblins were chasing after them. Gandalf and the company run through the suspended passageways of Goblin Town. The Goblins continue to chase them and prevent them escaping.

"Make way!" Gandalf yelled.

"Faster!" Ward shouted.

Ward and Dwalin run forward when they notice several goblins running at them in front. The two look sideways and try to think of a way to move through.

"Post!" Dwalin bellowed in rage as he, Ward, May, Gloin, and Fili cut a guardrail post from the side of the path and they hold it out in front of them like a massive spear.

"Charge! Now!" Coulson shouted.

"Die!" Dwalin bellowed in a fit of rage.

Dwalin, Ward, May, Gloin, and Fili charge at the oncoming goblins and sweep them away with the long rail. Dropping the rail, Dwalin pulls out his axes and begins knocking aside goblins. Eventually, the company cross a bridge and knock aside several goblins that were in the way. Ward hits one goblin, causing it to fall and lands on another suspended path below, breaking it and dropping all the goblins on it into the darkness below.

After crossing the bridge, more goblins were pouring in a number of corners, trying to surround the company. The Company continues to fight them off, one-by-one with different fighting styles.

Thorin looks up and sees a group of snarling goblins swinging on ropes toward the company and yells a commanding order. "Cut the ropes!"

"Hurry!" Jemma cried.

As the goblins were getting close, Thorin, Ward, May, Coulson, Skye, Fili, Kili, Fitz, and Jemma cut the ropes holding a raised platform in place. With no ropes to support it, the platform began to tumble outward which entangled the goblins swinging on the ropes.

The company continues to follow Gandalf to make their way to the exit, but that was when goblin archers emerged from holes and fired arrows at them. As May fights, she deflects arrows from a few goblin archers. With Kili and Ward's help, they grab a nearby ladder and drop it on the oncoming goblins. They run forward, pushing the ladder and the goblins it has trapped in front of them. As they approach a missing area of the path, the goblins fall down into the darkness.

"Drop it, now!" May ordered in a very loud voice.

At May's command, Ward and Kili drop the ladder which now acts as a bridge for the company to cross to the rest of the path. As soon as they cross it, Dwalin breaks the ladder, preventing the goblins, that were chasing them, from crossing it. They continue to run through the maze-like paths until they come across a section of the path that was suspended by ropes from above. They slice some ropes, and the pathway swings away from the rest of the path, approaching a different path.

"Jump!" Skye cried as she, Fitz, Jemma, Fili, Kili, Ori, Nori, and Bofur were the first to jump to the other path.

Before the rest can, the suspended path swings back like a pendulum to where it started, and several goblins leap on. As the path swings back again, the rest of the dwarves and Gandalf manage to jump to the new path as well; they cut the ropes, causing the swinging path and the goblins on it to fall. The company and Gandalf continue running through the tunnels, killing as many goblins in their way. That was when Gandalf strikes a rock above them with his staff.

"Push!" Ward heaved.

The company pushes the rock to fall down and begin squashing all the goblins in their way. Soon, they approach a bridge between two walls of the cavern. As they try to cross it, Ogrod suddenly breaks through from underneath the bridge and pulls himself up onto the bridge, in front of the Company. It seems that Ogrod survived and did not fall into the depths below. As the Company pauses, hundreds of goblins approach them from all sides.

"Ah man, why is it so hard to not kill something that I thought was dead?" Skye asked.

"Stay back," May said, standing in front of the company.

"You fools thought you could escape from me?" Ogrod laughed and swung his mace twice at May which caused her to stumble back and almost fall.

"Uh-oh," Coulson said.

"Uh-oh what?" Fitz asked, concerned.

"You know what happens when someone does that to her?" Coulson said to him and whispers. "She gets really pissed."

"What are you going to do now, wizard?" Ogrod grinned. "You lost."

May was really annoyed and gave the Goblin King a really glaring look on her face. She turns to the wizard and grabs his staff to strike the Ogrod in the eye. This forced Ogrod to foolishly drop his mace and uses his hand to clutch his face in pain. Then, May steps forward and slices Ogrod in the belly.

"OW!" Ogrod howled in pain and falls to his knees, clutching his belly. He looks at May and saw that he underestimated her and the company. "That'll do it."

May angrily swing her sword and slices Ogrod's neck in very quick pace. Ogrod was dead, but that didn't mean the goblins were not going to stop and let them escape. Before the company was about to continue their escape, the weight of Ogrod's corpse caused the bridge to start shaking.

"Everyone hold on to something!" Ward shouted.

The section of the bridge on which the company is standing breaks away from the rest of the bridge and starts sliding down the side of the cavern. The bridge slides at a terrific speed down the cavern's wall, demolishing everything in its way. The company cling on, screaming in terror as the bridge starts to slow down and land at the base of the cavern, breaking apart and burying the company in the timber and wood. Gandalf and Coulson get up from the pile of wreckage and inspects the others, who are still stuck in the wreckage.

"Wow, that could have been worse," Fitz said.

"Very worse," Jemma moaned.

Suddenly, the heavy corpse of Ogrod lands on the wreckage, squishing the company members further and causing them to cry out in pain.

"Get this thing off me!" Jemma cried.

"Man, you got to be joking!" Ward groaned very hard.

"is everyone alright?" Coulson asked.

"Yep," Skye groaned as she stands up with her sword locked in her hand. "I'll live."

Coulson looks around and saw Agent May get herself out of the wreckage, and asked. "May, you okay?"

May stares at him, like she was not wanting to say anything. Then, she finally responds in a soft, but unhappy tone. "I'm pissed… and my face hurts."

"Hmm, okay," Coulson nodded his head. "Glad your still alive."

"Barely," May sighed as she walked away from him.

As everyone managed to get themselves out from the rubble, Kili looks up and sees thousands of goblins running down like ants.

"Gandalf!" Kili shouted.

"Ah, I think we got company!" Fitz cried.

"Gandalf, you got us into this, but we can't fight them since there are too many," Coulson said.

"There is only one thing that will save us: daylight!" Gandalf answered fiercely. "Come on!"

"Here, on your feet," May said as she helps Ori up. "Let's go!"

Bolting down the mountainside, Gandalf managed to lead the company across the trees and towards safety without any goblin following them.

"Are you sure these things won't follow us, cause its getting close to dark," Ward informed the company.

"Just keep running, and we'll avoid them as long as we find a place to lay low," Coulson said.

Gandalf eventually stops to count as they catch-up. "Five, six, seven, eight...Bifur, Bofur...that's ten...Fili, Kili...that's twelve...and Bombur - that makes thirteen." Then he began to notice that Bilbo was not among them. "Where's Bilbo? Where is our Hobbit? Where is our hobbit?!"

"I don't know," Fitz shook his head.

"Curse the halfling!" Dwalin growled. "Now he's lost?!"

"I thought he was with Dori," Gloin claimed.

"Don't blame me!" Dori exclaimed.

"No one is blaming you," Jemma said to the dwarf.

"Well, where did you last see him?" Gandalf asked.

"I saw him slip away, when they first cornered us," May answered.

"So that's what happened?" Coulson asked her. "Why did you not say anything?"

"The goblins didn't notice him," May said. "And that was the one strategy to help him escape."

Gandalf became greatly discontent and almost went into a panic. "What happened exactly? Tell me!"

"I'll tell you what happened," Thorin spoke and began his explanation. "Master Baggins saw his chance and he took it! He's thought of nothing but his soft bed and his warm hearth since first he stepped out of his door! We will not be seeing our Hobbit again. He is long gone."

"Long gone!" Skye began to raise her voice and was quite happy with Thorin's attitude. "You didn't even give him a chance! No credit! No gratitude!"

"This does not concern you," Thorin glared at her.

"Actually, I think it does concern her and me," Coulson said with fierce tone, taking Skye's side on this. "Even though, none of us knew him that much. Yet, we did make a pretty good team, but you never trusted us. He was very brave in helping us to prevent a trio of trolls from eating us. We maybe taller than him and he's like the size of a human child, but he is in fact a man. Sure, he may have wanted to leave home and start on this long, dangerous journey in the first place, but he was making a choice. A choice in wanting to leave or stay. Look, you may have lost everything, we get it, you're afraid, but there's no need to be. The only thing is, you should've given him a chance. A chance to prove that he can truly be better, but you just don't trust him."

"No, he isn't." A voice said from behind the company.

Everyone in the company turns around in shock and relief to see Bilbo Baggins alive and well.

Gandalf's face lights up in relief. "Bilbo Baggins! I've never been so glad to see anyone in my life!"

Bilbo strides forward into the group and gives Balin a pat on the shoulder.

"I don't believe it," Jemma laughed as she give the little hobbit a gentle hug.

"Me too," Skye smiled and hugged Bilbo as well. "I can't believe you survived."

"Bilbo, we'd given you up!" Kili scoffed in joy to see his friend alive.

"How on earth did you get past the Goblins?" Fili wondered.

"How, indeed," May responded in a tone that sounded boring and suspicious.

There is an awkward silence as Bilbo tries to think what to say. Before he had something in mind, he gives a nervous laugh and puts his hands on his hips. Coulson, War, May, and Gandalf began to notice that the young hobbit was sliding something into his waistcoat pocket.

"Well, what does it matter? He's back," Gandalf said, dismissing the suspicion and keeping it secret without anyone knowing.

"It matters. I want to know… why did you come back?" Thorin asked, wanting to know what caused the young hobbit to change his mind in rejoining the company.

"Look, I know you doubt me, I know you always have," Bilbo began to explain why he wanted to. "And you're right, I often think of Bag End. I miss my books. And my armchair. And my garden. See, that's where I belong. That's home. And that's why I came back, cause you don't have one. A home. It was taken from you. But I will help you take it back if I can."

After Bilbo speaks, there was now a moment of silence amongst the company. The dwarves, however, were taken aback of his faithful words in wanting to help reclaim their homeland and how he truly cares. As the dwarves think about what Bilbo said, May smiles slightly and was quite impressed how the hobbit would bravely say and shares a slight warm smile.

Unknown to the company, it turns out that they were been watched from a far distance by a pack of Warg Riders. The wargs began to howl very loud which alarmed Thorin and his whole company.

"Oh no," Coulson whispered in shock.

"That does not sound good," Fitz said, sounding quite surprised with his eyes wide open.

As the howling was drawing closer, the Company members realize they are in terrible danger and had to move immediately.

"Out of the frying pan..." Thorin whispered.

"...and into the fire!" Gandalf finished and exclaimed. "Run! RUN!"

They all start running down the mountain as fast as they can, but the Wargs follow them in a very rapid pace. Just as the sun began to set, nighttime had come which became a problem. With daylight gone, that would mean the Goblins of Goblin Town would try to come out of their caves and hunt down the Company responsible for Ogrod's death. The company continue to run rapidly a foremost Warg catches up and leaps towards Bilbo.

Bilbo ducks behind a rock and the Warg's jaws snap in the air over his head. Once the Warg lands in front of him, it growls and starts to charge directly at him. The young hobbit didn't panic, but instead he pulled out his sword and held it in front of him to fight back against the charging Warg. Eventually Bilbo impales the warg in the head on the sword and falls down dead. Bilbo was very surprised that he actually something that he never did before.

A few more Wargs catch up to the fleeing dwarves, but they are quickly dispatched. The Company reaches a large outcropping of land with a few trees growing on it, but the problem is they are trapped, as there is no way off the outcropping besides a great fall down the mountain.

"Oh, we're dead," Fitz murmured in horror and called out. "Ah, Coulson! Coulson!"

"Anything, Fitz?! Coulson called.

"This is the end!" Jemma cried. "We're trapped!"

"Alright, so we figure out a plan," Ward decided in a pace. "What'a got in mind?"

"Up into the trees, all of you!" Gandalf ordered immediately. "Come on, climb! Bilbo, climb!"

"You heard him, go!" May ordered.

May turns around and threw an axe, killing a Warg which was approaching her. She jumps off a rock and grabs a tree branch, using Dwalin's head as a stepping stone to the tree. The others dwarves begin climbing into the trees as well while Bilbo tried as much to pull his sword out of the dead Warg's head, but it was stuck firmly. Bilbo knew he didn't time since the enemy was advancing so he continued to pull his sword out.

"They're coming!" Jemma called out as she was climbing very high up the tree with Fitz.

Gandalf climbs to the top of the furthest tree, Ward and Dwalin boost Balin up as Thorin, Bombur, and the rest climb up very high in separate trees to avoid been found. As the main body of Wargs and Warg Riders were getting closer, Bilbo was able to pull his sword out at last and gets ready to fight with the company. He looks around and saw that no one was there. Then, he turns around and sees more Wargs running at him. Bilbo stares in horror, but he immediately clambers up a tree as the Wargs rush below him.

Dozens of Wargs circle the trees in which the Company members are perched. Coulson looks down and takes out his pistol to prepare for whats coming. That was when he noticed Gandalf using his staff to pick up a moth sitting in the same tree as him. Bringing the moth close to his face, he whispers to it and then blows it gently, causing it to flutter away. As whole pack cease their and turn as a large White Warg approaches. On top of the white warg was a very large pale orc. He was much bigger and muscular than any orc in Arda. His left hand was missing and had an prosthetic hand to replace it.

Thorin turns to face the pale-skinned orc in shock and disbelief. "Azog?!"

"Nuzdigid?" _(Do you smell it?)_ Azog spoke ominously in a twisted language as he strokes his growling warg. "Nuzdi gast?" _(The scent of fear?)_ He stares at Thorin in a very wicked grin and began to taunt him confidently with false words to order to make the dwarf prince believe what he says. "Ganzilig-i unarug obod nauzdanish, Torin undag Train-ob." _(I remember your father reeked of it, Thorin son of Thrain.)_

Thorin was very stricken with pain and grief, realizing that his old nemesis was alive and that he survived the battle of Moria long ago. Even the worst thing that caused him to feel like this was that the Defiler had captured his father Thrain and most likely killed him.

"It cannot be," Thorin said, shaking his head in disbelief.

"Kod, Toragid biriz," _(That one is mine.)_ Azog spoke to his fellow riders. "Worori-da!" _(Kill the others!)_

At his command, the Wargs leap forward to attack the entire Company and try to climb the trees. They jump as high as they can, scrabbling at the tree trunks and breaking apart branches in their jaws in their efforts. The trees shake violently at the assault, and the dwarves struggle to hold on.

"Hold on!" Coulson yelled.

"Fitz!" Jemma screamed, frightened since she was afraid that she was gonna fall.

"Brace yourselves!" May shouted

"Sho gad adol!" _(Drink their blood!)_ Azog growled in delight.

With the weight of the Wargs climbing the tree, the furthest one from the edge of the cliff, which Bilbo, Coulson, Skye, and several other dwarves are in, gets uprooted from the ground and begins leaning wildly. As more Wargs grab onto it, the tree tips over and lands on the next tree. Everyone in the company quickly leap from the falling tree to the next. However, this tree next to the falling one was tipping over as well. Now, some of the trees were falling down like dominoes, and the entire company were quick enough manage to jump onto the last tree on the very edge of the cliff.

"Can somebody just shoot these things?!" Fitz yelled in a panic, looking down at the hungry wargs.

Ward took out a pistol from the left side of his waist and managed to shoot a few Wargs, but there so many. He sighed very deeply. "Man, these things don't give up!"

"Does anyone have a plan in mind?" Skye asked.

Gandalf quickly looked around in desperation and finds a pinecone. He grabs it and uses his staff to set the pinecone on fire. He then throws it down amid the Wargs, who retreat in fear of the fire. This caused Azog and the rest of riders to startle in shock when they noticed the flame.

"That's a neat trick," Coulson said, admiring the wizard's talents. "How'd you do that?"

"Catch!" Gandalf bellowed as he threw one down to him.

Coulson grabs the pinecone and yelled as he threw it down at the startled wargs. "Eat fire!"

Gandalf lights two more pinecones and throws one down to Fili. "Fili!"

Fili catches the pinecone. Bilbo and the others gather pinecones and Gandalf sets them on fire. They then throw the flaming pinecones like missiles at the Wargs. All the area around the tree gets set on fire, forcing the Wargs to retreat a distance. At least one Warg was galloping away with its fur on fire. Azog roars in anger and frustration as the entire company openly cheer in victory.

"Any orders, Coulson?" Ward asked.

"This'll hold him for now," Coulson stated. "Though we gotta figure out a way to get out of here and fast."

Suddenly, the roots of the tree were starting to give way, causing the tree to tip precariously over the edge of the cliff, but comes to a rest sticking straight out away from the edge of the cliff. Coulson looks down and sees the ground far, far, below. The dwarves try to hold on as they get flung around. That was when Ori loses his grip on the tree and falls, but manages to grab on to Fitz's leg.

"Aahhh, your pulling me!" Fitz cried, feeling the weight pulling him. he turns to others. "I can't hold on!"

"Mister Gandalf!" Dori cried as well, getting Gandalf's attention.

"Fitz, hold on!" Coulson shouted, trying to reach to him.

Before Coulson could reach his fellow temmate, Fitz loses his grip on the tree as well and falls, but Gandalf quickly swings his staff down and Dori grabs on to the end of it.

"Hold on, Fitz!" Jemma cried.

"I'm trying!" Fitz heaved.

Thorin, clinging to the tree he was on, turned to stare at the Defiler in hate and anger. Wanting to avenge his grandfather and father, Thorin decided to openly face the giant Gundabad Orc and end his scheme for good. As pulls himself up, the dwarf prince drew his sword out in defense and walks down the leaning trunk as the others look on. Thorin runs through the burning ground at Azog and his White Warg. Azog spreads his arms wide with a smug grin on his face. Thorin growls as he runs with his sword up and his oaken branch shield held in front of him. Azog crouches, then roars as his Warg leaps at Thorin. Thorin tries to swing his sword, but the Warg hits him in the chest with its forepaw, smashing Thorin to the ground.

"Thorin!" Skye screamed in shock.

As the other members of the company look on in shock, Fitz struggled so hard to hold on to Gandalf's staff, but both his hands were starting to slither down slowly. He couldn't hold on for long. It was only matter of time before he and Ori were to fall down to the very bottom.

"Help!" Orc cried, dangling on Fitz's shoe.

"Fitz, don't let go!" Coulson shouted.

As Thorin gets back on his feet, panting, Azog and his White Warg wheel around and charge directly at Thorin again. The Defiler swings his mace and violently smashes Thorin in the chest before the dwarf could react in defense. Now, the Dwarf prince was brutally flung to the ground by the terrible impact that the Defiler.

"Nooo!" Balin cried out in horror, seeing what the Defiler was doing to him.

Azog was roaring in excitement in how much joy he was having. Bilbo manages to stand up on the tree as he continued to watch Thorin suffer terribly and also saw how the White Warg clamped its jaws around Thorin. Dwalin tries to get off and tree to assist Thorin, but the tree branches he is holding on to break, swinging him precariously over the edge and preventing him from reaching Thorin. As the White Warg holds Thorin in its mouth, Thorin manages to hit its head with the pommel of his sword. Roaring, the White Warg throws Thorin several feet away onto a flat rock nearby. Thorin lands heavily, his sword falling out of his hand.

Azog turns to a fellow orc and ordered. "Biriz torag khobdudol." _(Bring me the Dwarf's head.)_

The Orc behind the Defiler proudly complied to his master's command, and jumps off his warg and prepares to execute the prince. Bilbo, seeing this, pulls out his glowing blue sword that Gandalf gave to him and prepares to rush to rescue him. Once the orc approaches Thorin and places his sword against his neck, he raises the sword and prepares to decapitate the dwarf. Before his sword lands directly swings his sword down, Bilbo throws himself at the orc and knocks him over. Then, the hobbit manages to stab and kill the orc. This caused Azog to watch and growled in anger for what Bilbo just did while Thorin was already unconscious. Bilbo pulls out his sword out of the dead orc's body and stands in front of the unconscious Thorin to protect him from harm and waves it wildly in front of Azog and his lackeys.

Azog smiles in hatred and speaks in Black Speech to his lackeys behind him. "Gorid dum." _(Kill him.)_

Twelve more Warg Riders approach Bilbo. Before that could happen, Ward, May, Gloin, Fili, Kili, and Dwalin, who have managed to get off the tree, plow into the enemy from the side and start fighting them to save Bilbo and Thorin from near slaughter and execution. Bilbo didn't hesitate to fight back, and he immediately yells out his war cry and leaps forward, wounding a Warg and avoiding an orc strike. Then, he came in front of the head of the White Warg who then sends him flying backwards. As the fighting around them continues, Azog and his White Warg decide to focus on Bilbo and kill him for his interruption. May, Ward, Gloin, Fili, Kili, and Dwalin continue to fight off the Orcs and Wargs all around, but end up surrounded by more while Bilbo was now at the Defiler's mercy.

Death was upon them, but a sign of luck had come when the moth returned to Gandalf. This meant something was about to come, but what? That was when Fitz slips from the end of Gandalf's staff, and he and Ori fall toward the ground far below.

"NO!" Jemma screamed in terror.

Before Fitz and Orc were about to fall to their death, a gigantic eagle appeared out of nowhere and managed to catch them on its back. Jemma sighed in deep relief to see them alive and then witnessed more than 24 giant eagles that also appeared to join the fray. Some of these massive birds grabbed numerous Wargs and Orcs all around and toss them over the cliff. Others knock down trees, which crush the Wargs below them. Another Eagle fans the flames with its wings, causing an inferno which burns a few more Wargs. This caused n ultimate chaos to Azog and his fellow warg riders. The Defiler snarled in rage frustration since e couldn't believe or how these eagles would come to the company's aid.

While half of Azog's pack were killed, May and Ward were both grabbed by an eagle from behind and drop them on the back of another eagle. One Eagle flew down to where Thorin was and gently grabs the prince and his sword in its talons and flies away. As Thorin was lifted off the ground, his oaken branch shield suddenly slipped off his arm and lands on the ground very hard. Azog roared in fury since he was very close in killing the dwarf. The Defiler turned to the other side and saw an eagle coming towards him and his warg. Refusing to be next, he forces his warg to move back quickly before the eagle could touch them. However, it turns out the eagle wasn't coming for the Defiler and instead heads straight for an alarmed Bilbo and snatches him off the ground. It then throws Bilbo, and he screams as he falls toward the ground, only to land on the back of another Eagle. The rest of the Eagles proceed to snatch Coulson, Skye, Jemma, and the dwarves out of the tree and fly away to safety. Gandalf was the only one left in the tree, but as the roots were now giving way, the tree started to fall off the edge of the cliff, and the wizard leaps clear of it and is caught by the last Eagle who saved him.

As the Eagles fly away with all the Company, Azog and the few Warg Riders left growl in anger and frustration. It was over for now. The company was safe by Azog and his pack, but it did not mean it would end since Azog is too keen in continuing the hunt for the dwarf prince. Now that Coulson and his team know who the Defiler is and what he has done, they would do their part in protecting the dwarves at all cost.

* * *

Hours later, the sun was rising in the distance of the mountains and many landscapes as the Eagles were soaring through the sky. Throughout the rest of the flight, Thorin was still unconscious in one Eagle's talons, meaning that he was still terribly injured after his confrontation with the Defiler and his Warg.

"Thorin!" Fili cried out to his uncle, but there was no response.

The Eagles finally approach a massive rock structure that was shaped like a bear. Coulson was the first to see the structure and wondered how long the inhabitants spend in building this massive structure called the Carrock. The Eagle carrying Thorin gently deposits him and his sword on a flat area on top of the Carrock just as another Eagle lands on the Carrock and Gandalf slides off its neck, running toward the unconscious Thorin.

"Thorin!" Gandalf called to the dwarf prince and checks on him. "Thorin."

There was no response and the dewarf was still unconscious while the other members of the company ran up to see what happened. Jemma rushes over to see what she can do help since she did see what had happened.

"Does anyone have medical supplies?" Jemma asked in a panic.

Gandalf places his hand on Thorin's face and whispers a something in another language that no one understood of. It seemed that the whispers was a chant in which caused Thorin's eyes to flutter open. He speaks weakly.

"The halfling?" Thorin responded weakly, wanting to know what happened to Bilbo.

"Its alright, you'll be fine," Jemma smiled and was very relieved that Thorin recovered.

"Bilbo is here," Gandalf told him with a grateful smile. "He's quiet safe."

Dwalin and Kili help Thorin up. However, once he's up, he shrugs them off and approaches Bilbo.

"You! What were you doing? You nearly got yourself killed!" Thorin exclaimed, not even bothering to thank him. "Did I not say that you would be a burden? That you would not survive in the wild and that you had no place amongst us?"

"Seriously?! He just saved your life!" Ward said in shock and confusion on why the dwarf would say something like that.

"Ward, let it go," Coulson calmed him.

"No, we will not let it go," Skye argued since she had enough of Thorin's attitude.

Thorin advances until he is face to face with Bilbo, who looks worried and frightened. He stares at him and started to embrace the him deeply. "I've never been so wrong in all my life!"

The other dwarves cheer loudly and slap each other on the back. Bilbo was quite surprised in all and hugged him back.

"I am sorry I doubted you," Thorin apologized.

"No, I would have doubted me too," Bilbo said, understanding. "Point is, you and I were both right. About me leaving the Shire which was a mistake. Its just I never said it sooner. I know what I am, but I'm not a hero or a warrior... not even a burglar."

Thorin nodded to what the hobbit had said and agreed. Then, he turns to face Coulson and his fellow teammates to apologize. "And I am sorry for not trusting you all."

"Apology accepted," Coulson grinned slightly. "Even though, we never wanted to join your company in the first place, but we did."

As everyone chuckles, the Eagles fly away, screeching. Thorin looks beyond Bilbo and sees something and strides forward to see what it was.

"Is that what I think it is?" Skye asked, staring in the distance with wide eyes. "No way."

Far from the mountains, on the horizon, the company stare at an outline of a single, solitary mountain. It was Erebor, the Lonely Mountain of Rhovanion.

"Erebor—The Lonely Mountain," Gandalf announced. "The last of the great dwarf kingdoms of Middle-earth."

"Our home," Thorin whispered happily since it was very long time.

"A raven!" Oin said loudly, pointing at a bird which was cheeping and flying by. "The birds are returning to the mountain."

"That, my dear Oin, is a thrush," Gandalf corrected the dwarf.

"But we'll take it as a sign - a good omen," Thorin said.

"You're right," Bilbo breathed. "I do believe the worst is behind us."

"Let's hope it comes to pass," May said. "We may have got away from the Defiler and his pack, but that doesn't mean they will stop hunting us."

"So now what?" Skye asked.

"We keep moving," Thorin replied. "Azog is not going to rest if I'm still alive."


	4. Chapter 4

Defeating an enemy can be tough, but when someone is willing to find a weakness in an enemy, the person must learn the way how to do it. Avoiding an enemy can be difficult, but while being chased by a pack of wargs that have a high sense of smell, it is far more difficult. For the past couple of days, the company of Thorin Oakenshield had been avoiding and running from Azog and his pack since they departed the Carrock. Despite the Defiler recruited many hunters in different corners of the Misty Mountains, Azog was willing to kill the dwarves, but not just them; the agents of S.H.I.E.L.D..

Elsewhere in the woods while the sun had been setting, Coulson and his team were having short discussion while Thorin and his kin were a few minutes away from them. The company had been waiting patiently for Bilbo Baggins, who was tasked by Gandalf the Grey to scout ahead and see if Azog and his pack hadn't caught up or catching their scent. Coulson was worried about the plan in mind, as it could cost the life of someone who he and his companions were willing to protect. His attention was distracted when he and his team heard the sound of a loud bang.

"What was that?" Fitz gasped.

"Sounded like a gunshot to me," Ward said, recognizing the sound.

"Who fired?!" Coulson exclaimed.

"None of us," Ward admitted.

"Well that's not good, a shot like that can drive unwanted attention," Coulson started to panic. "Not even if its someone that wants to kill us!"

"That howling is driving me nuts," Ward said, covering his left ear with his hand. "How far do you think the pack is?"

"Don't know, but these guys had been tracking our movements for the past couple of days," Coulson said. "They must've picked up our trail."

"Speaking of which, you think it was a good idea to send him all alone?" Skye asked him.

"No it wasn't," Coulson answered.

"Just because Bilbo is Thorin's burglar, that doesn't mean he has the right to send him to scout ahead all by himself," May said sounding unpleased of how Thorin would think it was wise to send Bilbo. "Its a bold move and if he's too clumsy for himself to be seen, we're screwed."

"Well, there is something else that I'm concerned about," Coulson brought up. "How did Bilbo escape the Goblin tunnels? I mean, he could've been caught and killed. It just doesn't make sense."

"Well the goblins weren't paying close attention to him, so that means he was lucky," Skye brought that up.

"Lucky? Or was he?" Coulson nodded his head as he wanted to find out the answer, but couldn't.

"Why is it that your concerned with that little halfling?" Fitz wondered why Agent Coulson brought that up.

That was when Grant Ward heard something. It was the sound of footsteps that were coming closer to him and the team. Ward raised his finger in front of his lip as a sign for them to be silent. Coulson and May nodded their heads in response as they knew what he meant. Quietly, Ward walked closer to a large bush and without hesitating, he pulls out a S.H.I.E.L.D. soldier ad aims his gun at him in front of the man's face, only for someone else in pointing one right next to Ward's head.

"If I were you son, I drop that pistol before someone gets a bullet in the head," A man's voice in a western accent.  
Ward turned his face and saw that it was John Garrett. "John?"

"Sorry to startle you all," John said and gave Coulson a nod and a grin. "Coulson."

"Garrett, what are you doing here and how the hell did you find us?" Coulson asked, confused.

"Well as opposed to the Level 8 jackass I'm staring at, I still follow orders," Garrett answered.

"Well I know you're the worst at following orders," Coulson added.

"Maybe, but the reason we found you is because we traced your beacon right over here," John told him.

"I'm sorry, 'we'?" Coulson asked, confused.

"He didn't come alone Agent Coulson," A red-haired woman responded as she came out of the bushes too. She wore a uniform that was black with gray webbing, which included a S.H.I.E.L.D. logo on her right shoulder and her trademark red hourglass over her stomach. It also featured a Widow's Bite, a utility belt, and two thigh holsters.

Coulson was even more surprised to see an old friendly face in his prescence. It was Natasha Romanoff, one of S.H.I.E.L.D.'s greatest assets and an honorable member of the Avengers. He hasn't seen her before the Battle of New York happened when Thor's evil brother Loki used the Tesseract to summon the Chitauri, a race of sentient, cybernetically enhanced beings that operated under a hive mind intelligence. No one knows how Loki commanded the army in the first place.

"Agent Romanoff," May responded in a low voice, surprised to see her.

"Agent May," Natasha smirked greetfully.

Agent Romanoff wasn't the only person to accompany John on the mission. Her friend and partner was Clint Barton, who goes by the name Hawkeye. Clint, too, was a member of the Avengers and usually believes that he is the weakest of the team, but always does his part in helping his fellow teammates. Next to Barton was a young, but beautiful, dark brown-haired woman who wore a uniform that was similar to Agent Romanoff's, only the color of her outfit was blue. Her name was agent Carolina Washington, a member of Agent John Garrett's team. Carolina was quiet, and only shows a grim face. Garrett liked her and considered her a predator.

Garrett also had a number of special trained S.H.I.E.L.D. agents in his team. There were more than twelve of them that accompanied him on the mission, and among four of the best were Agents Antoine Triplett, Nance Winters, Dylan Mason, and Molly Stiles. Antoine Triplett joined S.H.I.E.L.D. as a specialist with medical training and eventually gained Level 6 clearance. As the grandson of a Howling Commando, Triplett was expected to do great things. Not wanting to be treated differently because of his heritage, Triplett decided to keep it to himself. He was assigned to Agent John Garrett's team after Grant Ward was assigned into Phil Coulson's team.

Nance Winters had a round black hair and was one of Garrett's top agents. Like Trip, she was a skilled martial artist and physician, making her gain the clearance Level 7, which was something that made her teammates jealous of. Like many S.H.I.E.L.D. agents and other personnel, Agent Winters was extremely loyal to her supervising officers Garrett, Victoria Hand, and Director Nick Fury. Agent Dylan Mason was one of the best S.H.I.E.L.D. agents in Garrett's team. He can be very funny in a way and talk silly jokes which makes a lot of people, such as many personnel in the agency laugh. Agent Molly Stiles was a Level 8 agent of S.H.I.E.L.D. and worked with John Garrett and his twin brother Nathan Garrett for a couple of decades since she was recruited from Boarding School.

Also three more individuals came to meet Coulson's team face-to-face. Much to Coulson's sigh of relief, the three people whom he known were Agents Maria Hill, Isabelle Hartley, and Barbara Morse. Maria Hill worked as the Deputy Director of S.H.I.E.L.D., and held the title of "Commander". She enjoyed a well-deserved reputation as tough-minded and by the book. Upon reaching to her adulthood, Hill first joined to the United States Armed Forces and later joined S.H.I.E.L.D. and rose through its ranks, at one point working in Madripoor and becoming one of the organization's best agents. Before the Battle of New York, Hill had already caught the eye of S.H.I.E.L.D.'s director Nick Fury and had been appointed Deputy Director, working closely with Fury.

Barbara Morse, nicknamed Bobbi as her favorite nickname, was one of the best S.H.I.E.L.D. agents that Fury recruited after she graduated from the S.H.I.E.L.D. Academy. Her friend Isabelle Hartley was known to have a really tough side in her.

"You gotta be kidding me?" Coulson scoffed in shock.

"Agent Coulson," Clint replied by giving him a nod. "Its nice to see you back from the dead."

"Like wise, Agent Barton," Coulson smiled and gave him a nod hastily.

"How did you all know we would be here?" May demanded a specific answer.

"When you activated the signal in the Bus, Director Fury was able to activate a few S.H.I.E.L.D. Flies that followed you wherever you went," Hill explained.

"So I guess you knew everything that we were doing?" Coulson suspected.

"I'm afraid so," Natasha said.

"I wonder, who sent you?" Ward demanded.

"Thank Fury for that," Garrett grinned. "Otherwise you guys would be goners."

"Its a bout time," May grinned slightly.

"Sorry for the long wait Agent Coulson, though we were able to track your signal," Maria said.

"And what of the cube?" Coulson wondered about the Cosmic Cube that transported him and his team to Arda.

"The cube wasn't hard to find," Natasha said. "Fury left us orders to keep it contained and uncover the source of its power."

"And Fury is pissed how you left the Bus all alone," Dylan added, shaking his head with a smile.

"How angry is he?" Coulson wondered.

"Very," Dylan answered.

"Hmm, so where's your twin Nathan, why hasn't he come?" Ward asked John.

"Went on a classified mission," John told him. "He's not joining us."

"So what brings you all in this most dangerous open area?"

"Apparently, Director Fury sent us to bring you all back," Trip said.

"Well, I'm afraid that's gonna have to wait, cause we can't stay here," Coulson said.

"That's exactly the point," Hill said. "Fury left us an opening... from the cube's power source. We were able to study and harness on what it does."

"We already have a special elite team in control of the Bus and they'll be coming to pick us up in seven hours," Natasha said.

"Then it'll give us enough time for Fury to open the gateway, and we're home," Clint said.

"Maybe you guys weren't listening to what he just said," May said with a grim look on her face.

"I really appreciate how far you guys been planning to rescue us, but I like said, its going to have to wait," Coulson reminded them. "We can't leave. Not yet."

"Coulson, c'mon, don't make this difficult," Dylan warned.

"Fury gave us orders, we have to bring you back," Bobbi told him and the team.

"Once we head back, you'll have to be debriefed," Hill added.

"We can't just leave now!" Skye scoffed.

"That's not a request, kid," John said. "Orders are orders."

"Well, screw that request because we're not leaving," Ward stood at Skye's defense.

Nance didn't hesitate to pull her Night-Night Pistol and aimed at Ward. "Yes we are Agent Ward. Best we do this the easy way by coming with us, or the hard way is, we put you to sleep."

"Try me," May growled, aiming her gun at her.

"That's enough!" Coulson raised his voice. "Put your weapons down! Now."

"Not unless if Agent May puts her gun down first," Nance said.

"May," Coulson softly ordered her.

May sighed and by his order, she lowered her gun, in which Carolina snatched it away from her. Minutes later, Coulson and Hill were alone and had an important chat.

"Look I don't want to make this very difficult ofr you sir, but Fury will ring our necks if we don't bring you back," Hill said.

"Hmm, true, but we have to extend that once me and my team finish accomplishing our mission," Coulson said.

"This is not about reclaiming something that has long since been lost, and none of us have the exact equipment to stand against a dragon," Hill said. "Look, we've been monitoring you and your team ever since we lost contact with you, but the signal was still active, thanks to the effects of the Cosmic Cube."

"Well, it would've made sense if Fury was specific on what this object was meant to do," Coulson said, beginning to raise his voice. "We should've received a full update on that."

"Like we all say, every thing that we find, all that is alien... is classified," Hill said.

"That cube may be classified, but whatever it did in sending us here, Fury should've told us more before we left from Peru," Coulson claimed.

"And that we're so sorry," Hill deeply apologized. "But all can be forgiven once we leave. So its best you say your goodbyes to them."

"We will part ways, but right now we can't, because right now, we're been hunted," Coulson brought that up.

"What do you mean 'hunted'?" Maria asked, concerned. "What's going on?"

"A whole orc pack has been on our trail ever since we fled from the Goblin Tunnels," Coulson explained. "If we separate ourselves now, we don't know what comes next. We don't know many hunters we can face. We don't have enough ammunition. We are out in the open, one of the agents that accompanied you and Garrett made a firing shot. So what do you think is going to happen when they hear that?"

"Oh my god, Coulson, I... I didn't know about this," Hill scoffed. "Fury never informed me about this ever since he and Agent Hand were monitoring you and your team."

"Well, Fury has a tendency to not tell a lot more specific details when danger is around, so that's my point," Coulson pointed out loud. "So here's the choice. You and everyone else can come with us right now and reset the signal at the exact spot where we're suppose to go. Or, you can leave right now empty handed, and Fury can give you all pat on the back. If Fury is pissed, fine. I'll consult with him that letting you stay was my plan."

* * *

Meanwhile, every agent had been waiting patiently for Coulson and Hill to return. That was when the two agents came back to join them.

"Well?" John demanded a report calmly.

"Coulson and I came to a decision," Hill answered. "We're moving towards the mountain."

"That's not the plan," Molly said.

"Change of plan," Hill sighed.

"You consulted with her, didn't you Coulson?" John asked if that was the point.

"My point exactly," Coulson said with a smile. "I know you all have your orders. So your receiving new ones. Help keep our Dwarf friends safe from the Orc pack that is already close by and we can get them safely to the mountain."

"I'm sorry, an Orc pack?" Dylan asked, weirdly.

"Yes, an orc pack," Jemma told him.

"They'll soon catch our scent, maybe," Fitz said. "Or worse, maybe they already did."

"Wait, so your saying to me that there was an Orc pack close by our position, and they..." John paused and soon began to realize something. "...they must've heard one of our shots."

"Then which one of you fired?!" Ward raised his voice.

"Calm down, it was Carolina," John answered, turning his face towards the silent Carolina. "She has a tendency to open fire if an argument goes south."

"Well, thanks to that, now we have to run," Fitz said worriedly. "Perhaps they're on to us now. This is it."

"Maybe not, but we can still slip away from them if we can,"

"Not when they're riding on those massive wolves," Fitz said.

"Wolves?" Trip asked when heard that. "They're riding on wolves."

"Let's try and ask questions later," May said, changing the subject. "Right now we need to move. Now!"

"If that is so, then we should talk to our new hairy friends and the wizard dude over there," Trip said, pointing at Gandalf, Thorin, and the dwarves.

"Best not to call them that," Coulson said to Trip as he moves first to gather with the company.

* * *

The dwarves and Gandalf had been talking softly and argued about how they were allowing Bilbo to be their scout. Thorin knew it was risky since he didn't want to lose his burglar and friend who saved his life from one of Azog's troops, but Gandalf insisted that the young hobbit would the job.

"I'm telling you, this is madness," Kili argued. "Agent May says it is wrong to send Bilbo to scout the cliffs, and she's right."

"Glad you agree," May said.

Thorin began to notice Coulson and his team bringing in more strangers behind them, and asked in a gasp. "Who are they?"

Some of the dwarves were alarmed when they noticed and raised their weapons to defend themselves since they didn't know ho they were.

"Its okay, they're friends," Coulson assured him, raising his hand in front. "They're on our side."

"You must be Thorin," Bobbi said and began to introduce herself. "Names Barbara. Barbara Morse, but you can call me Bobbi." Then, she points to her friend Isabelle Hartley. "And that's my friend Isabelle Hartley."

"But you can call me Izzy," Izzy added. "Anyone who tries to cross me, I'll cross them off."

"I wonder, how many more are you?" Kili asked, confused how many S.H.I.E.L.D. agents there are.

"As many that can help take down an orc pack," Clint told him.

"Clint is one tough son of a gun," John expressed. "Gotta say, he's completed countless missions and always comes back alive."

"Except for the part that he almost got killed by an assassin," Natasha brought that one up.

"And you saved me," Clint said.

"And it was good that I did," Natasha grinned.

"Say where's the other one?" Nance asked.

"What other one?" Fitz answered, puzzled.

"The one with the hairy feet, no shoes," Trip added.

"Oh you mean Bilbo," Gandalf chuckled slightly. "Well, I sent him to scout ahead, to see if the Defiler and his pack are anywhere near."

"Which was a terrible idea for you to send him out there all by himself," May growled slightly. "He can easily be killed."

"You have to trust what he does," Gandalf argued calmly.

"Giving him a small sword will not make him brave as us," May argued. "You sent him to his doom if an Orc pack can easily see him."

"Hey, something's coming!" Dylan alerted by raising his Night Night Pistol.

While everyone reacted, they saw that the person approaching was Bilbo, who had running and making his way down the rocks to where the company were waiting to hear Bilbo's spy report.

"Bilbo, thank god," Skye sighed in relief.

"Status report," May openly demanded his report. "How close is the pack?"

"Too close," Bilbo huffed when he gave it to her and Coulson. "A couple of leagues, no more, but that is not the worst of it."

"Aye, then that means the Wargs will soon catch our scent," Dwalin stated. "Once they do, will have to make a stand."

"Good thing I brought extra bullets, would like to save them for the fight," Izzy chuckled in delight.

"Tell me, did those things pick up your scent?" John wondered.

"Not yet, but they will, and also we have another problem," Bilbo reported something as well in a panicked tone.

"Did they see you?" Gandalf demanded "They saw you!"

Bilbo was silent at first, fearing what Gandalf had told him. As a burglar, he would have to be quiet like bird and prevent himself from being spotted by Azog and his troops.

"No, that's not it," Bilbo assured him.

"Well what did I tell you?" Gandalf smiled at May, showing how better Bilbo was. "Quiet as a mouse. Excellent burglar material."

"I'm sorry did you say burglar material?" Hill asked the wizard and turned to Bilbo. "Your a burglar."

"Uh well, ah... yes," Bilbo answered shyly. "Yes, I am. But I'm not really a burglar. I'm a ah, hired burglar."

"Did you steal things before?" John wondered about that.

"Can you save you questions for later John, cause right now our friend just said there was another problem," Coulson said.

"Look, I'm trying to say that there is something else out there," Bilbo revealed.

"And what would that be?" Dylan asked him. "Wolves?"

"A bear," Bilbo answered.

A bit of laughter was heard after what Bilbo had just said about a bear.

"So that's what you came to tell us... a bear?" Jemma giggled.

"Ooh, I'm terrified of a bear," Dylan chuckled.

"Yes, but this one was very big, or should I say much bigger than a ordinary bear," Bilbo described.

"I say we double back," Bofur decided his own plan.

"And be run down by a pack of Orcs, I don't think so," Grant declined the idea.

Gandalf, however, had just turned and walked a few steps away until he replied his suggestion to them. "There is a house, it's not far from here, where we might take refuge."

"Whose house?" Thorin wearily demanded. "Are they friend or foe?"

"Neither," Gandalf answered. "He will help us or... he will kill us."

"You know Gandalf, you should've told us a bit sooner than that before you decided to send Bilbo on a wild goose chase!" Coulson exclaimed.

"He's right, how do we know we can trust this guy?" Natasha asked about the person Gandalf mentioned.

"Make that two," Clint said, raising two of his fingers in front of the wizard.

"I must insist you do," Gandalf encouraged them. "He is the only person that I know who can help us get into Mirkwood."

"What choice do we have?" Thorin hardly asked.

Suddenly, everyone startled and shuddered when they heard a very loud roar which echoed all over the forest.

"What the hell was that?!" Clint gasped very loud.

"That would be the thing Bilbo said," Gandalf answered.

* * *

With the help of new allies, the entire Company had to move immediately to avoid themselves from being hunted by Azog's pack and the bear that Bilbo had mentioned. Fear turned to panic while the company was darting across the grasslands and streams while Gandalf was leading them directly to the house.

"Come on!" Coulson shouted as he was running across the armed oak trees.

That was when the company stopped when they heard the same ear splitting roar that rung all over the forest. Everyone gained the same thought to themselves; that the bear was gaining on them. Bombur, Jemma, Skye, and Fitz were very terrified when they looked behind.

"I don't like the sound of that," Fitz said.

"Okay, looks like we got its attention," Natasha said, nervous.

"This way, quickly!" Gandalf beckoned them loudly and resumes his run.

"Bombur, come on!" Thorin shouted, urging his company friend to run as he pulled Bombur along with him.

"Just don't stop running boys, keep running!" John shouted at him.

"This is not what I signed up for," Dylan panicked.

With haste, the entire company follow after Gandalf. Once they dashed out of the forest and run across the fields, Gandalf points forward towards a large wooden house that was completely surrounded by trees ad hedges in the distance.

"To the house! Run!" Gandalf bellowed.

The roaring continued to echo from behind the entire company, who were now running more faster once they were drawing nearer and nearer to the house. Bombur, who was the fattest of the dwarves, had outran all the rest of them in his fear since he was scared and did not want to be killed by the hungry, roaring bear that was coming closer.

"Come on, get inside!" Coulson shouted to the dwarves and S.H.I.E.L.D. operatives. "John, go front!"

"Copy that!" John complied loudly for Coulson to hear as he was running very through the gate between the hedges with Gandalf following him from behind.

The company rushes at an incredible speed and reach the front door of the massive house. Bombur, who was the first to reach the door first before John, throws himself against it but fell flat on his back when the door didn't budge open. The rest of the company quickly catch up and begin throwing themselves against the door, trying to open it. Coulson, May, Natasha, Clint, Bobbi, Izzy, and Gandalf look back as a massive brown-furred bear broke out from the edge of the forest and continued to barrel toward them at a very quick pace.

"Can somebody open the damn door!" Coulson cried out.

"Open the door!" Nance cried out in a panic as she ran towards the door with the others. "Open!"

"Fitz!" Jemma screamed at the sight of terror.

May pushes through the crowd as she yells rapidly. "Your doing it wrong!" She turns to Agent Ward for assistance. "Ward, c'mon!"

"Out of the way!" grant shouted.

Together, May and Ward were successful in raising the exterior bolt which forced the doors to open widely. As the bear drawing closer, the entire company bolts inside the house and try to slam the door shut, but the bear had already gotten its head in the door, trying to prevent it from shutting as it roars and snarls directly at the company. John, Bobbi, Nance, Dylan, May, Ward, Coulson, Natasha, Maria, and every S.H.I.E.L.D. operative raise their guns in defense, ready to shoot the massive animal. As the bear roars and tries to push the door open, the dwarves yell and strain to close it. Barton holds his Recurve Bow in defense, preparing to aim one of his specialized arrow quivers in case the bear broke in while Bilbo, who stood right next to him, pulled out his sword and points it up unsteadily at the animal.

"Push!" Dori cried.

"Push!" Kili shouted.

"Close it, quick!" Fitz cried.

"Come on, lads!" Dwalin roared, heaving in pushing the door.

While Gandalf looks on in apparent amusement, the dwarves didn't give up in shutting the door, and with a final heave, With a final heave, the dwarves manage to close the door and drop the bolt across it. Everyone sighed in shock, fear, and tiredness, relieved that they were able to prevent the bear getting in.

"That was close," Ori breathed in pure relief and sat himself down on a chair.

"Can somebody tell me what the hell that was?" Grant fiercely demanded a full explanation.

"That is our host," Gandalf answered his question.

"Wait, what?!" Clint gasped in shock.

"Our host?" Skye scoffed, thinking it was some joke. "Our host is a man-eating bear?!"

"Your crazy!" Trip exclaimed. "A bear is our host! This is a joke right?!"

"That is so messed up, it doesn't make any sense," Dylan said, confused. "Bears are predators. They maybe smart in a way, but they can't be as smart in being hosts to houses, especially one we're in now."

A mixture of confusion happened all around the company. No one even believed that Gandalf was making this whole stuff up about the bear being their host, despite the fact that nearly ripped them to shreds. Oin checks his hearing trumpet to make sure he has heard Gandalf correctly.

"It is not a joke," Gandalf responded in an honest voice and calmly described the host. "His name is Beorn, and he is a skin-changer."

"A skin-changer?" Coulson responded weird. "Can you add a lot more to us?"

"Sometimes he's a huge black bear," Gandalf described about Beorn. "Sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves."

"Well, bad luck for them," Izzy said to the dwarves.

The dwarves look at each other in dismay on what Gandalf had said about Beorn never taking an interest in dwarves. That was when Fitz noticed a crack in the door and peaks out to see the bear leaving.

"I think he's leaving," Fitz said.

Jemma pulls him away from the door. "Come away from there before you lose an eye!"

"I mean it, its really leaving," Fitz told her.

"Maybe this guy is waiting us out. I guess he really wants to kill us if we try to make a move to escape," John stated. "I say we shoot this freak before he tries to tare one of us apart."

"Yeah," Grant breathed heavily. "I'll vote for that."

"Are you truly positive that this bear can turn into a ordinary man?" Skye asked the wizard.

"Of course he can," Gandalf nodded.

"Well it's not natural, none of it," Dori started to panic. "It's obvious: he's under some dark spell."

"Don't be a fool," Gandalf told him to remain calm. "He's under no enchantment but his own."

"How can you tell, do you even know this man?" Natasha asked him.

"Not so much my dear, but my colleague Radagast the Brown does," Gandalf answered.

"Well, figures," Clint scoffed. "You really brought us into a house that belongs to a man who can transform into a freaking bear."

"So what now?" May asked, waiting on a plan. "Do we just stay and wait him out?"

"Right now, we must rest and recover our strength," Gandalf said. "We'll be safe here tonight."

"Well let's hope your right about that," Coulson glared at the wizard. "Cause if we find out that this house is not what you say is protective, then you know what will happen if that Orc pack finds us in that house."

"Can't say we warn you," Natasha said, shaking her head sideways slowly.

* * *

Early morning had struck upon the land, but that didn't mean Azog and his pack were not planning on giving up their pursuit on the company of dwarves and humans altogether. Throughout the early morning, numerous ponies and horses were prancing through the field, fluttering their manes in the quiet wind.

After Beorn, the person who had been chasing the company, morphed back into his man-form, he had been busy chopping wood with a very massive axe that was so strong that could cut a person in half. Everyone in the company were all awake and crowded themselves by the back door where they watched what Beorn was doing until Bilbo slowly wakes up when a very large bumblebee lands on Bilbo's nose, waking him with a start. Putting on his jacket, he walks toward the kitchen and then joins the company where they were arguing about how to get away from Beorn without being seen.

"What's he doing?" Clint asked Natasha, who was peeking out the window of the front door.

"He's... chopping wood," Natasha described what Beorn was doing. "Probably making wood for a fire."

"He doesn't look that dangerous to me," Clint stated.

"Well, maybe you need to think more better," Natasha said as an insult. "Cause what if that guy can easily take one of us down without a fight."

"Not unless if I can draw an arrow into his chest," Clint said.

"Well right now, we're out of options," Natasha said, turning around to face the company.

"Oh we do," Trip said. "And besides I wonder whose fault it was to lead us to a house ran by a guy who can turn into a bear?"

"This is exactly the point!" Dylan exclaimed and argued. "We're still in the middle of nowhere and if Fury or Hand doesn't show up with their fleet of Quinjets or Hellicarriers, we're totally screwed."

"I don't what you talk about Quinjets or Hellicarriers, whatever you think of, you shouldn't blame Gandalf for this!" Dori argued against Dylan.

"Well he led us here during this reckless wild goose chase!" Nance argued against the dwarf. "So why don't we ask him that!"

"We should never have come here," Bobbi said.

"Yeah, I'll go for that one too," Fitz openly agreed.

"Gotta say this was a mistake, Phil," John said. "I said this myself. We should've left before this happened."

"We really gotta think this through John," Coulson said. "Besides, does anyone have a plan."

"None of us do," Thorin replied.

"I got one," Trip said, raising his hand to speak.

"Great, maybe this can clear things up," May sighed in sarcasm.

Jemma steps in front of Trip and wanted to know the plan. "So what kind of plan do you think will work?"

"I say we should leg it," Trip described his plan and favor. "Let's slip out the back way. Maybe he won't know we're leaving."

"Sounds to me that you guys plan to make a run for it, besides what if this guy can morph back into a bear and rip us apart if we make one move to escape," Grant rejected the plan.

"I'm not running from anyone, beast or no," Dwalin argued in a slight growl.

"Well is there anything one of us can do?" Skye wondered.

"There is no point in arguing," Gandalf spoke, taking the floor to speak and ending the argument. "We cannot pass through the Wilderland without Beorn's help. We'll be hunted down before we ever get to the forest."

"If those Orc brutes think they can try snuff us out, I wouldn't want to miss a good fight," Izzy grinned, holding her knife in front.

"My dear, we will save our fight against the Defiler soon, but for now, we must reach the mountain first," Gandalf said. "Then, we will decide what to do when the time comes for us to stand our ground against the Pale Orc. My must insist you all trust me."

"Your not thinking of going outside to talk to him, are you?" Fitz asked nervously.

"Well, Skye and I were thinking of wanting to do this, but its suicide," Jemma said.

"Are you really serious to think that you can just talk to this guy who nearly ripped us apart?" May wondered about Gandalf's suggestion. "This is a dangerous move."

"Aye, I should definitely agree," Balin said, siding with May. "I do believe this is dangerous."

"I wouldn't say a dangerous one, but I know May has a good point," Coulson said. "However, I will go for Gandalf's plan of suggestion. He led us into it. I saw what he does and he can get us the hell out of here... even if we're willing to talk to Beorn and ask what he can do for us, I'll benefit that."

"Still not a good plan, Coulson," John rejected the idea. "I say we shoot this freak before he even tries to kill is while we have the chance to escape. Its like we say, 'Live to fight another day'."

"This is his home, maybe Gandalf might have a point in wanting to talk to this bear guy," Hill said, giving John a dirty look.

Natasha sighs, agreeing and disagreeing about this plan Gandalf mentioned. "Its pointless, but I'll vote yes."

"Same here," Skye agreed, raising her hand.

"Alright, so what's the plan?" Clint asked, giving a sigh.

"We... well we will require some delicate handling," Gandalf explained about the plan. "We must tread carefully. The last person to have startled him was torn to shreds."

"What?" Fitz gasped.

"Torn to shreds, sounds to me this plan might not work after all," Grant scoffed.

"I'll vouch for that," Izzy said.

"Beorn may be what he is, but this is his land," Gandalf told him about Beorn. "His home... and he defends it whether he must. He does not like orcs and he has killed many that have been prowling in his land."

"So who is going to go first and talk to him?" Kili asked. "Its not me."

"Or me," Fitz gulped. "I don't know what to say. You know maybe Coulson should be the one to do it. He's good at negotiating."

"Good idea Fitz," Coulson nodded his head in sarcasm. "As a matter of fact, I'll be the one to do it. I'll go out there and talk to him."

"Do you really mean it?" Skye asked.

"No, but I will," Coulson answered.

"I'll go out too," Natasha volunteered.

"Best of all, I should be the one to go out first," Gandalf said and turned to face Bilbo. "Uh Bilbo, you will come as well."

"Hey, he's staying here!" Grant argued against that. "You can't just take him out and put him in danger again."

"He's the size of a child," Nance openly disagreed.

"No, I'll go," Bilbo replied shyly. "But, are you sure this is a good idea?"

"Yes, now the rest of you all shall wait here... and don't come out until I give the signal." Gandalf instructed. "Bofur knows the signal, don't you?"

"Right, wait for the signal," Bofur nodded.

"Anything else?" Bobbi asked, standing at Bilbo's side.

"No sudden moves or loud noises and don't overcrowd him," Gandalf added more. "Only come out in pairs. Right?"

"Okay, have it your way, don't say we didn't warn you," John grinned.

"Now remember, wait for the signal," Gandalf said and went outside with Bilbo, Natasha, and Coulson.

John walks up to Grant and gives him an order. "Ward, try to get yourself on top of the roof. If the plan doesn't go well, shoot him."

"Yes sir," Grant complied.

Outside the house, Gandalf, Coulson, Natasha, and Bilbo walked cautiously along a narrow path towards Beorn, who had continued to chop more wood in half with his axe. Gandalf, however, cleared his throat, but was a bit nervous since he never met Beorn before.

"You're nervous," Coulson could tell.

"Nervous? What nonsense," Gandalf quietly rejected.

"H-hmm, right," Coulson nodded, but still can see that the wizard is nervous.

"He's nervous," Natasha whispered to him.

Eventually, the four stopped a couple of steps from Beorn whose back was turned. Unlike any other man upon this world, Beorn was incredibly tall, having a brownish beard and dark-brown hair.

"Good morning!" Gandalf called out his first two words to Beorn, trying to get the man's attention.

Beorn didn't respond back as if he didn't hear him while he was busy chopping another log.

"Good morning," Gandalf repeated the two words, kinda in a sing song style.

Beorn finally stopped as he held his hands tightly on his axe and glanced over his right shoulder to respond in a growl of suspicion. "Who are you?"

"I'm Gandalf, Gandalf the Grey," Gandalf kindly introduced himself with a friendly bow.

Beorn turns around to get a good look on Gandalf, Coulson, and Natasha as he lays his axe on the ground. Natasha was starting to grow a bit nervous, closing her lips for about a second and slowly lowered her hand to reach her pistol just incase if Beorn would ever try to attack since he carried a axe. The others of the company watched from inside the house and were able to hear every word that Gandalf had said.

"I hope these negotiations will not fail," Jemma whispered nervously.

"I never heard of him," Beorn growled slightly.

Grant Ward was on top of the roof with a special S.H.I.E.L.D. Sniper Rifle and slowly aims directly at Beorn as he quietly responds to Maria. "Got my eye on the target."

"Don't fire, keep low," Hill ordered.

"Well, let's hope he doesn't tare our friends apart," Grant murmured.

"I know you've never met me before, that I can assure you," Gandalf explained. "But I know you know your old friend Radagast the Brown. He resides in the southern borders of Mirkwood."

Beorn remained silent for moment and gazed his face directly at Coulson and Natasha. "Who are they and what kind of outfits are they wearing?"

"Natasha Romanoff," Natasha introduced herself.

"And I'm Philip J. Coulson," Coulson introduced as well. "But call me Phil."

"I don't who you are, but I dislike strangers who come entering my land uninvited," Beorn warned.

"Honestly, we don't mean any harm," Natasha admitted while keeping her hand locked on her pistol and would be ready to take it out. "Even though we didn't want to come here, but we just came to thank you for offering us refuge here last night."

"Gotta say, this place kinda reminds me of the Wilderness Lodge, even much bigger, with extra lights," Coulson remarked about Beorn's house.

That was when Bilbo Baggins peeked his head out behind Natasha, something that caught Beorn's attention.

"Who is this little fellow?" Beorn asked, staring fiercely at Bilbo while tightening his hands around his axe as if he is ready to attack.

"Oh, well, this would be Mr. Baggins... from the Shire," Gandalf replied in a slight nervous tone, introducing Bilbo.

"He's not a dwarf is he?" Beorn wondered if Bilbo was actually a bearded dwarf.

"No he's not, even though he looks like one, but much different," Coulson said. "He's actually a Hobbit."

"So I meet a halfling, a wizard, and two humans," Beorn stared at them with his beastly eyes. "How come you're here?"

"Its a long story, the fact is that we've had a bad time of it," Coulson explained about what had happened. "Being captured by goblins and being chased by Azog and his pack."

"Wait, did you say Azog the Defiler?" Beorn asked in suspicion.

"Yes, seems to me came across him before," Coulson stated.

"Indeed I have," Beorn nodded and sighed deeply. "Even though, it was very stupid thing for you and your companions to do. You come across a pack, and they will never stop hunting once they find their prey."

"Yeah, I get a lot of warnings," Coulson nodded with a pretend weirdness grin. "Guess its so hard for me to keep track of time and you don't even know where to end up."

While Beorn was staring at Coulson, Natasha, and Bilbo, Gandalf waved his hand two times like a conductor at a orchestra performance. This was the signal that Gandalf mentioned. Bofur continued to look outside and saw what Gandalf did.

"There it is!" Bofur called out toothers. "Go! Go! Go!"

Dwalin and Balin were the first ones of the company to step outside and meet Beorn face-to-face. They walk slowly down the wooden steps and make a complete halt just as Beorn raised his axe in defense, only for Natasha to raise her pistol in a very quick pace. Ward had a clear shot of the guy, but didn't fire just yet.

"Gotta clear shot of the guy," Ward said, taking aim at Beorn. "if he tries to attack, I'll be ready."

"Natasha, will you please lower your pistol please," Coulson ordered calmly with a smile.

"Can't do that," Natasha said, holding her pistol out in front while Beorn was staring directly at the two dwarves.

"That's an order," Coulson commanded her softly.

Natasha sighed in compliance and lowered her gun.

"And I must inform you that some of your guests are in fact... dwarves," Gandalf responded apologetically.

"Do you call two several?" Beorn fiercely asked.

"Wel, um, of course, as a matter-of-fact, we have more humans and dwarves that are in your lodging," Gandalf told him truthfully.

Coulson turns around slowly to see Jemma and Fitz walking down to join Dwalin and Balin. They both shyly wave their hands and stay behind the dwarves.

"Who are those two?" Beorn demanded.

"Meet my two team members; Jemma Simmons and Leopold Fitz," Coulson introduced the two.

"But you can me Fitz if you like!" Fitz called to him.

"And do you call six a troop?" Beorn raised a voice. "What are you... a traveling circus?"

Dori and Ori were next to come come outside and slowly walk down the steps to introduce themselves to Beorn.

"Dori... and Ori... at your service," Dori nervously responded when he made slight bow to Beorn.

"I don't want your service!" Beorn growled in decline.

"Your absolutely right, we should not offer any services to you," Coulson spoke out immediately.

"I don't care how many are, I want to see all of you," Beorn demanded.

Coulson turns to Gandalf and says. "Well, I guess that means none of us should come out in pairs after all."

"I was only saying it, just incase," Gandalf admitted in a soft chuckle.

"Right, excuse me," Coulson whispered in response and turned to face the window, and called out. "You can all come out!"  
Immediately, Trip, Bobbi, Maria, Dylan, Nance, Molly, Fili, Kili, Bofur, Bifur, Bombur, John, Kaminsky, Clint, Izzy, Nori, and the rest of the S.H.I.E.L.D. agents come out and openly greet Beorn.

"Is that it... are there anymore?" Beorn asked.

The last person to come out was Thorin Oakenshield. Beorn turned his face to gaze directly at Thorin and was quite surprised to recognize his face already. That was when he caught sight of Ward.

"Why is that one on my roof?" Beorn demanded.

"Ah, that would be Ward," Coulson told him. "One of my teammates. I'll tell him to come down."

* * *

Given full permission to take refuge, the entire company had all gathered inside the kitchen and ate breakfast that was given to Beorn. Beorn was now wearing woolen coat and served the company breakfast after he finished chopping the rest of the wood with his axe. The food that was served on the table was bread, butter, cheddar cheese, fruit, honey, and nuts. Beorn went all around the table with large pitcher filled with milk and had been pouring into each mug that was given to everyone that seated. After pouring milk from a pitcher into Skye's cup, he still locked his eyes with Thorin.

"So the rumors are true, Thorin Oakenshield, sets foot on my land and seeks to fulfill an ultimate goal,"Beorn addressed the dwarf. "Tell me, why is Azog the Defiler hunting you?"

"You know of Azog? How?" Thorin asked, concerned in surprise.

"My people were the first to live in the mountains, before the Orcs came down from the north," Beorn explained as he walked over to his own chair that was very comfortable. "The Defiler killed most of my family, but some he enslaved."

Bobbi, Skye, Coulson, John, and Bilbo began to notice remnants of mancles that were on around Beorn's wrist, showing that he was truly enslaved by Defiler.

"Our deepest condolences," Coulson said. "What was he planning on doing to you?"

"It was not work... it was sport," Beorn calmly answered. "Caging skin-changers and torturing them seemed to amuse him."

"Are there are any others like you that survived?" Natasha asked.

"Once there were many," Beorn counted in full remembrance. "Now... there is only small percentage of us left. I do not know how many survived this terrible onslaught. But we have been hunting them like they did to us. My son Grimbeorn, the eldest of my clan has spent months tracking down these sharp-tooth barbarians, making them suffer and answer for what they did to us."

"Sounds to me you carry heart of vengeance," Coulson said.

"Vengeance is a weakness, Phil," Beorn said. "But I protect my own borders from those fiends that dare cross these lands." He sets down the milk pitcher and sits down in his own seat. "But for now, I know where you're all going. Its the reason why I know about Thorin Oakenshield and what is true purpose is."

"Then my guess is you know we're heading to the Lonely Mountain?" Coulson asked that.

"You need to reach it before the last days of autumn," Beorn observed.

"Before Durin's Day falls?" Skye quickly answered by nodding her head twice. "Yeah, we got that one already."

"You have three days left," Beorn counted. "You think your getting closer, but your not. You are running out of time. That is what you should know. I wonder, where do you think you're all planning to go next?"

"Gandalf told us there is a forest called the Greenwood," Jemma said. "Do you know of it?"

"That I do, but I would not venture there," Beorn explained about the Greenwood. "For years, everything I saw in the forest was all but green, and now... it has all fallen to ruin. No one knows what had happened. No one knows where the darkness came from and how it infected the trees. Now there are fell things that creep beneath the branches. If I were you Phil, I would not dare venture there except in great need. Greenwood it was called, but now... it is called Mirkwood. Does that concern or frighten you?"

"No, we've taken heavy risks," Coulson said.

"So I hear this S.H.I.E.L.D., in which you are all from, is what you say... scientific?" Beorn wondered about what this organization was about.

"Something like that. One word; Protection," Coulson explained about S.H.I.E.L.D.. "Sometimes to protect one man against himself, other times to protect our planet against an alien invasion from another solar system or galaxy, but the belief that drives us all is the same, whether it's one man, or all mankind."

"Can't believe your actually telling him that," John sighed as he took a big sip of wine. "Gotta say, S.H.I.E.L.D. really has a tough agenda. We continue to expand our organization and make it the symbol of the entire universe."

"I see the stars in every part of the universe," Beorn said. "It is... infinite. Though, I wonder, how will you reach the mountain?"

"We will take the Elven Road. That path is still safe," Gandalf spoke, as if it was only choice for the company to take the quickest route to the mountain.

"You think its safe, I do not think so," Beorn said. "The Wood-Elves of Mirkwood are not like their kin. They're less wise and more dangerous. But it matters not."

"What do you mean?" Bobbi asked, concerned of this. "What is it that your afraid of?"

"Afraid? No, I'm not even afraid of what is happening right now. These lands are crawling with Orcs," Beorn told her. "Their numbers are growing, and you are on foot. You will never reach the forest alive."

"That does not sound good," Clint said, not sounding too thrilled by this.

"Hawkeye makes a point, there is no way in hell that I would set my feet into that forest, even if its cursed," John said.

"Let's not try and argue on what we're doing," Coulson said and stares at Beorn suspicious. "My team and I were meant to help Thorin and his kin reclaim something that was lost and stolen. This is something that S.H.I.E.L.D. is meant to do, saving lives and giving them back what they wanted, either it was stolen or kept from the wrong hands. That's what we do. We're S.H.I.E.L.D. agents, and that's why we each other."

"So trust Thorin... do you?" Beorn wondered and turned to Thorin. "Does he trust you?"

"Yes," Thorin answered. "I trust him. In the beginning I didn't, but when he and his friends chose to join us on our quest, it made see what they can do. I have seen them in action. It does not matter what they do, but I see they all have willing hearts and live with honor like we do."

"That is something I wanted to hear, Oakenshield. Honor. You think you and your kin carry the sense of honor. That is where you are wrong," Beorn growled slightly as stands up from the table and stares directly at Thorin. "I don't like dwarves. I see them to be very greedy and blind, blind to the lives of those they deem lesser than their own." He picks up a mouse that had been scampering on the table and holds it, all the while approaching Thorin. who is standing with his arms crossed. "But Orcs I hate more."

"Well here's some guy who hates dwarves and orcs altogether," Ward whispered to May as he ate a piece of cheese.

"What do you need?" Beorn demanded in a calm voice.

"We were hoping if we can borrow your horses to ride across the plains," Trip answered.

"I think you forgot to say 'Pretty please'," John chuckled.

"So be it," Beorn responded as he placed the mouse on his right shoulder.

* * *

The dwarves pack their things onto Beorn's ponies while Jemma, Skye, Fitz, May, Grant, John, Dylan, Bobbi, Izzy, Molly, Carolina, Nance, Hill, and the other S.H.I.E.L.D. agents were packing their stuff and equipment on the horses. Near the edge of the hedges, Bilbo had been rummaging through the dirt and picks up an acorn. Gazing at it in wonder, he slips it in his pocket and hopes to plant back at Bag End.

"Bilbo, come on, hurry up!" May called to him.

Gandalf, Coulson, Maria, and Beorn were standing further back, watching the others mount up.

"You will leave my ponies before you enter the forest," Beorn instructed them.

"You have my word," Gandalf promised.

"Thank you for everything," Coulson said. "S.H.I.E.L.D. will benefit this."

"I still do not trust your organization, whatever it is or where it comes from," Beorn told him. "If its from your world."

That was when they caught the sound of birds cawing in the distance.

"Something tells me that we may have been watched," Maria said.

"It could be an orc scout," Coulson stated. "Must've been watching are every move. It already knows that we're making our move and will alert its friends."

"The orcs will not give up," Beorn informed on what the Defiler will do. "They will hunt the dwarves until they see them destroyed."

"Why now? What has made the Defiler crawl from his hole?" Gandalf asked.

"There were rumors that there was an alliance between the Orcs of Gundabad, Moria, and the Misty Mountains, and the sorcerer in Dol Guldur," Beorn revealed.

"Are you sure of this?" Gandalf asked in caution.

"Packs have been seen gathering there," Beorn continued. "Each day, more and more come."

"My guts telling me that something there is happening," Coulson said. "The Necromancer."

Hill turns her face in confusion and asked. "Who?"

"Its a long story, Gandalf mentioned it to me, and didn't seem to be too thrilling for my taste," Coulson nodded his head pretendly.

"Well," Hill sighed. "The Necromancer. Like having the ability to raise dead corpses back to life. Does May even know about this?"

"A lot, and she doesn't seem to be too afraid," Coulson described about May.

"Well, you know May, that's why everyone in S.H.I.E.L.D. calls her the cavalry," Hill grinned.

"A cavalry you say?" Beorn asked in suspicion. "Who?"

Before Coulson or Hill were about to answer, a distant Orc scream echoed all over the forest. This caused each and every person in the company to perk up in alarm.

"What was that?" Dylan wondered what that scream was.

"Keep packing Agent Mason," John ordered him. "My gut tells me we're about to be hunted. No way that's happening."

"That doesn't sound good," Clint said as he loaded his bow and looked around.

"We need to move," John said. "Don't know how many there are, but I prefer to shoot these things if they come at me with swords or axes."

"Tell that to my bow," Clint sighed and gave Natasha a nod. "You good."

"I wouldn't stress about it," Natasha grinned.

"Wouldn't want to miss a good fight," Izzy said, cocking her pistol. "I've saved a lot of bullets, but Bobbi, she doesn't need bullets. She has special battle staves."

"Packs a pretty good punch," Dylan grinned slightly.

"How much food did you pack?" Fitz wondered.

"As much for the entire journey," Jemma said.

"Hope its bread and cheese," Fitz grinned.

"What do you know of this sorcerer, the one they call the Necromancer?" Hill asked Beorn.

"I know he is not what he seems," Beorn described. "Fell things are drawn to his power. Azog pays homage to him."

"Gandalf! Coulson! Time is wasting!" Trip called to them.

With a nod, Gandalf, Hill, and Coulson walk forward to join the company before Beorn says something else which stops them.

"There is more," Beorn responded. "Not long past, word spread that the dead had been seen walking near the High Fells of Rhudaur."

"The dead?" Gandalf sounded a bit alerted when he heard it.

"Is it true? Are there tombs in those mountains?" Beorn asked about that.

"Yes. Yes, there are tombs up there," Gandalf answered.

Beorn seems slightly taken aback. "I remember a time when a great evil ruled these lands. One powerful enough to raise the dead. If that enemy has returned to Middle Earth, I would have you tell me."

"Saruman the White says it is not possible," Gandalf told him, believing it to be untrue. "The enemy is destroyed and will never return."

"And what does Gandalf the Grey think?" Beorn wondered.

Gandalf stutters, trying to think of what to say. That was when another loud caw echoed again across the woodland and grasslands. Azog and his pack were coming.

"We need to go now!" Coulson shouted.

"Go now, while you have the light," Beorn informed them to leave immediately. "Your hunters are not far behind."

As the company mount on their ponies and horses, a warg had been howling somewhere across the forest. Beorn stands alone, watching the Company ride off into the distance.

* * *

For almost an hour, the Company of Thorin Oakenshield were riding rapidly across the lands that belonged to Beorn, who does not favor those who enter uninvited. Eventually, they finally make a stop as they approach a looming, gloomy-looking forest.

"So its true," John murmured.

"Mirkwood," May spoke.

Gandalf walks into the edge of the forest, passing underneath an ancient archway that was built almost a few thousand years ago during the end of the Second Age.

"The Elven Gate," Gandalf responded quietly as he stared at the archway and then turns to address the company. "Here lies our path through Mirkwood."

"Well, so much for finding better place like this," Fitz said, looking a bit displeased. "Like Beorn said, this place is like all elvish."

"Not as better as Rivendell," Jemma said, dismounting her horse. "I kinda loved that place."

"Pity, cause there's no turning back," Skye told them.

"No sign of the orcs, we have luck on our side," Dwalin stated.

"I don't believe that's possible," Clint said. "My eyes tell me they can be following our trail anytime now. We better get ourselves inside the forest. Maybe with luck, will probably lose those sniffing bastards."

Gandalf squints as he sees something in the distance when he was a few meters away from the company. On a distant ridge, Beorn had been watching over the company in his bear form.

"Set the ponies and horses loose!" Gandalf ordered the company. "Let them return to their master!"

After dismounting and unsaddling, everyone in the company began to take their supplies off their ponies and horses. Skye was the first to finish and approaches the forest on foot. She takes a moment to observe, but something in her mind told that this place was not a good way to go or enter.

"Wow, looks like this forest feels... sick, as if a disease spread all over," Skye examined. "Do you think there's another way to get to the mountain?"

"Not if we go two hundred miles north, or twice that distance south," Gandalf answered her.

When Gandalf was going deeper into the forest and came across an ivy covered statue, Bilbo, however, was fiddling something in his pocket. That was when he startled for just about a second and takes his hand out of his pocket. Bobbi stared at him in concern and walked up to him.

"Are you okay?" Bobbi asked, looking down at him since he was the size of a human child.

Bilbo looks up at her as if he was staring at a giant and responded immediately. "Yes. Yes, I'm fine."

"I saw you fiddling with something, care to tell me," Bobbi grinned, suspicious. "Hmmm."

"No," Bilbo answered. "T-that's not your concern. Sorry."

Bobbi nodded as if she bought it and stared at him. "Your not a very good liar, are you?"

"Pardon?" Bilbo responded as if he didn't hear it.

"Gandalf has been very suspicious that you might be hiding something and you don't even bother to tell him," Bobbi told him that. "Perhaps maybe Izzy and I can find out what it is. Besides, not even one person, like you, can survive in the tunnels crowded with goblins. They could've easily snuffed you out, but I wonder why?"

"Its... complicated," Bilbo gulped, trying to move away from her.

"Well it better me," Bobbi said, blocking his way. "Let me tell this. I hate keeping secrets, and whatever it is your hiding, I will find out." She turns to walk away. "Carry on."

The unladen ponies and horses begin trot away from the forest. Just as Nori is nearly finished unsaddling Gandalf's horse when the wizard emerges from the forest.

"Not my horse! I need it!" Gandalf called to him and strides forward.

Coulson looks up in surprise and confusion. "You're leaving us again?"

"I would not do this unless I had to," Gandalf replied, regretting his decision to leave the company. He begins walking toward his horse as he continues to speak while passing Thorin. "I'll be waiting for you at the overlook, before the slopes of Erebor. Keep the map and key safe. Do not enter that mountain without me."

"Oh don't worry, we will not let you down," Clint responded in sarcasm.

Gandalf mounted on his horse and looks hard at Thorin as he says this. "This is not the Greenwood of old. There is a stream in the woods that carries a dark enchantment. Do not touch the water. Cross only by the stone bridge. The very air of the forest is heavy with illusion. It will seek to enter your mind and lead you astray."

"Lead us astray?" What does that mean?" Bilbo asked Fitz.

"You must stay on the path; do not leave it," Gandalf warned. "If you do, you will never find it again."

"That doesn't sound too hard," Clint believed and turned to stare upwards at the woods. "Point is, I really don't want to get lost in these woods."

Gandalf wheels his horse and rides away as he yells. "No matter what may come, stay on the path!"

As everyone was getting ready to move into the forest, Agent May walks over to Bilbo, who was feeling quite dejected of wanting to go into that forest.

"You don't seem to happy," May said.

"No," Bilbo shook his head. "Not at all."

"You know, Agent Morse sees you as a friend... and a liar," May told him.

"What... what do you mean?" Bilbo asked, pretending that he doesn't know what she's talking about.

"You were lying to Agent Morse's face," May said, beginning to grow a bit suspicious and looking down at the little hobbit. "Care to tell me why?"

"I was going to tell you... and Gandalf," Bilbo began to admit. "I... found something in the Goblin tunnels."

"Found what?" May asked quietly, but with a unsatisfied look on her face. Then she leans forward curiously and suspiciously just as Bilbo had trouble answering immediately and fumbles with something in his pocket. "What did you find?"

Bilbo stays silent for several more seconds, then finally responds as he removes his hand from his pocket. "My courage."

May sighed very deeply and continued to stare at Bilbo very suspiciously. "Save the truth for later, or better yet, we will find out what you were hiding. Is that clear?"

"Clear," Bilbo responded his one word.

* * *

 **Hi folks, just want to apologize. Sorry, it took so long to have this chapter edited. I just didn't have as much time in the world to get that one finished. However, I hope you all enjoy this chapter cause the adventure to the mountain is far from over. I added Natasha Romanoff and Clint Barton cause those two were mentioned in Agents of S.H.I.E.L.D.. Those characters are one of favorites, that's the reason I decided to add them. And I finally added John Garrett. Carolina Washington, a character from the Marvel Comics, I picture her as being portrayed as Summer Glau. I hope you'll all enjoy the story...**


	5. Chapter 5

Now that Gandalf had departed the company, it was up for the dwarves and S.H.I.E.L.D. to enter the forest. Once a beautiful forest, the whole realm was now corrupted by something dark and twisted, but of what? Many inhabitants of Rhovanion called it Greenwood the Great, but it became known as Mirkwood.

All of Mirkwood's trees were completely twisted by something and the sunlight had struggled to penetrate the forest. Everything in the forest looked all dead. There was no sign of any animals and the herbs were all but decayed. This was a place that no one should ever enter, but both groups would only seek the chance in staying on the path.

For centuries since the Silvan Elves colonized this realm, many travelers from different nations in Middle-Earth would travel through the elven roads of Greenwood. These roads were built by the elves to allow outsiders to cross the realm and back.

"Come on," Thorin encouraged the company to follow him and Dwalin, who went first. "We must reach the mountain before the sun sets on Durin's Day."

"Durin's Day. Let's go!" Dwalin responded in pure excitement.

The Company had entered the twisted forest of Mirkwood and followed the paved path that started at the Elven Gate. The stone elven path was a bit narrow and most of it was covered by dead leaves that flickered down to the ground.

"Well, this could be our only chance to find the hidden door," May sighed, looking upwards at the rotted branches.

Natasha took a moment to stop and looked up at the withering trees. She couldn't imagine what kind of sickness would infect this forest, but what kind.

"What happened here?" Natasha murmured.

"This whole place looks completely dead," Skye said, looking around at the forest in a nervous glance. "I really hope we'll get out once we reach the other side."

"Just keep walking kid," John told her. "Follow the path and will get out in one piece."

"Try not to assume that John," Coulson said to him. "Its easy to get lost if we lose our way. We need to keep our eyes forward and down, so that way we won't lose the path."

"Copy that," Natasha complied.

"The path goes this way," Thorin informed the company and led them on.

As the company and the S.H.I.E.L.D. team keep following the path through the forest, it twists and turns over all sorts of terrain such as bare ground, high ledges, fallen tree trunks, and more.

Dwalin thumps the handle of his hammer on the ground to find the paving stones of the trail. "This way."

The two groups continue to move onwards for several miles. There was no chatter among anyone as they kept on moving, but that was when they were starting to feel the ferrying effects of the Mirkwood air.

"Air," Fitz murmured to himself. "I need air."

"My head, it feels like its spinning," Nance said, ached.

* * *

As the company quickly picked the pace up, they eventually come across the remains of a bridge that Gandalf mentioned, but it was impassable. Down below the impassable bridge was the enchanted stream that Gandalf had also told them about before he left. Everything in the stream was still, but it was all black, murky, and foul.

"Looks like we found the old bridge in one piece," Clint declared.

Skye walked over to the bridge a few steps short and began to observe it. "Can somebody even tell how the bridge was shattered?"

"I don't think anyone knows what happened to it," Thorin sighed in ignorance. "This is something Gandalf did not tell us about."

"We could try and swim it," Grant said.

"Ooh, that looks nasty," Trip sighed, staring at the stream in disgust. "No way I'm going in that."

"Well didn't you all hear what the old man said?" John responded, seeing if anyone in the company remembered what Gandalf had warned them about. He turns his head sideways. "No?"

"I do recall that a some dark twisted magic lies upon this entire forest," Hill recalled and pretended that she forgot to remember something. "Wait, did I say magic?"

"Loud and clear," Natasha replied as she stares directly at the stream.

"Okay, so we know that the waters of this stream are enchanted, so is there any idea how we can get across without swimming?" Clint wondered if he or anyone in the company had a plan.

"Well, it doesn't look very enchanted to me," Bofur stated about the water in the stream.

"Well," Jemma sighed with a slight nervous half-grin as she stared directly at the stream with Fitz. "This turned out to be rather marvelous way to come."

"Try to keep your eyes off it, Jemma," Fitz pleaded.

May turns to Coulson and asked. "Coulson?"

"We need to find another way to cross," Coulson said. "Its too risky."

"There's got to be something here that can get us across," Clint said, looking around the forest. "So far, nothing."

"Eyes open, everyone!" Coulson raised his voice.

"Copy that," Izzy responded and looked around.

While the company had been searching for something that can help get them to the other side of the stream, Kili walked upwards onto a large dead tree trunk that was ripped apart by something. By a sign of luck, he noticed large pattern of vines that were hanging over the stream from trees lining both sides. The vines looked strong enough for everyone in the company to cross.

"These vines look strong enough!" Kili called out to the others and decides to be the first to cross.

"Kili!" Thorin exclaimed. "We sent the lightest first."

"Lightest first?" Kili asked, confused.

"Yep, the lightest first," Coulson agreed. "Its best we do that. If the lightest person can feel the weight the vines, then we'll know."

"I'll cross," Nance offered to volunteer, raising her hand.

"Count me out, man," Trip declined.

"No, will send the one who is the smallest," May decided and gave Bilbo a impulsive stare.

"Me?" Bilbo croaked.

"Yep," May grinned pretendedly. "You are going to cross first."

"Um, well, I think maybe we can find a better way to do this," Bilbo nervously thought of something. "Maybe we can…"

"There's no time Master Baggins," Thorin cut him off. "Do what you must."

Bilbo really didn't like this at all. He knew it was dangerous and he would not think of wanting to fall into the enchanted stream. Without hesitating, Bilbo placed his foot on the vine and began to slowly cross it without falling.

"How is it?!" Izzy called.

"Looks all right!" Bilbo replied back loudly for her to hear, but suddenly the vine wobble a bit. "Can't see any problem!"

"Just don't look at the stream!" Skye ordered. "Keep your eyes focused in front!"

"I don't think the halfling is going to make it across," Molly stated.

That was when he lost balance and nearly fell in the stream, but by his luck his two legs were able to grab hold of the dead vine while upside down.

"Bilbo, are you okay?!" Skye cried out in worry. "Bilbo?!"

"Everything's… fine!" Bilbo replied in a grunting voice as he was busy climbing himself up.

"Bilbo, just back here!" Coulson ordered. "Now! That's an order!"

As the hobbit continues to walk across, he made a complete a stop when he was looking down at the murky stream. Then, he started to feel ill when he was looking and felt like he was being drawn by its power. Before he was about to let go, Bilbo shook his head to wake himself up and continued onwards. Eventually, Bilbo made a big leap and was the first to make it to the other side.

Bilbo sighed in deep relief, but shook his head and waved his finger sideways. "Something's not right. Its not right at all." He stands himself up and yelled. "Stay where you are!"

He knew there was something wrong and feared that the stream's enchantment could infect the entire company, but his warning came too late. Everyone in the company was crossing over like he did. Bombur, however, was having a bit trouble making it to the other side due to exhaustion. He makes a loud yawn and falls backward into a vine.

"Man, I can't get a grip!" Grant grunted.

Bilbo slapped his face a lot, trying to snap himself out of the trance that he felt while crossing the cursive stream. Just as Bobbi walks over to Bilbo, he looks up nervously at the very tall woman. She then offers her hand, in which Bilbo grabs hold and is pulled up on his feet.

"You okay?" Bobbi asked, showing some care to the young hobbit.

"Oh, I'm fine," Bilbo grumbled a bit. "Nothing at all."

Just as Clint crosses over to Bobbi and Bilbo, he looks up into the forest until he caught sight of something. It was stag, a white-furred stag that was leaping around the dead-twisted forest. Clint breathed very heavily and thought the animal was nothing but an illusion. To prove that wasn't, he takes aim with his bow.

"What are you doing?" Bilbo asked in a drowsy response.

"Stay where you are," Clint replied, taking aim at the stag until he opened fire immediately.

Just as the arrow flies into tree branch, the stag leaps away in terror. Clint sighed in relief and saw that it wasn't an illusion.

"Can you tell me why you did that?" Bobbi scoffed.

"I just wanted to be sure it wasn't a trick," Clint answered and gave her steady look. "What?"

Grant walks up to him and says. "Its bad luck, you know."

"Well, I don't believe in luck," Clint sighed. "I make my own luck."

* * *

After losing the path, the entire company was now lost in the cursive forest. They had unknowingly left it some time ago. The Company wanders through the forest. The forest is beginning to affect them mentally, and they stagger about in different directions, but staying close to each other.

"I don't remember this place before!" Balin shouted. "None of it's familiar!"

"It's got to be here," Izzy breathed and felt like she was about throw up. "What the hell is happening to me?"

"It can't have just disappeared!" Fitz raised his voice in a panic. "Not unless if someone's moved it."

"Its not over here neither!" Natasha called.

"Can somebody tell me what hour it is?" Dylan breathed heavily in exhaustion.

"I do not know," Nance responded slowly. "I don't even know what day it is."

"Is there no end to this accursed place?!" Coulson shouted, echoing all over the forest.

As everyone in the company stay close together in a single file and continue walking slowly across the webbed forest, Bilbo looks down and sees himself walking backward, but it turned out nothing to be an illusion. He looks back at Dori, behind him, and at a sight of confusion, he only sees himself. His entire vision begins shifting and tilting, trying to lay fight off the effects. That was when Ori came to a stop when he found something lying on the ground. He leans down and picks up a tobacco pouch.

"Look," Ori whispered.

Dori then takes it from him. "A tobacco pouch. There's dwarves in these woods."

Bofur takes the pouch from Dori and stares at it in confusion. "Dwarves from the Blue Mountains, no less. This is exactly the same as mine."

"Because it is yours," Skye told him. "You dropped it while we were…" She paused and sighed deeply in ignorance since she realized what she and everyone were doing. "Everyone stop! We're going round in circles!"

"She's right!" Coulson cried. "Stop!"

The company makes a complete stop and decided to rest, but could still feel the terrible effects after they crossed the magical stream.

"Great!" Trip snapped. "I knew this was gonna happen! We are lost!"

"We're not lost," Dwalin argued. "We keep heading east."

"Oh, and where the hell do you think east is?!" Izzy exclaimed.

"She's right, we lost the sun," Clint said about the sun.

"So we lost the sun," May sighed in deep disapproval.

"Now, what do we do?" Fitz groaned as he if was ready to collapse.

Jemma snaps her fingers to wake him up and says. "We don't give up."

"Well, I thought you were the expert of this," Fitz said.

"I never said anything about being the best expert of S.H.I.E.L.D.," Jemma responded lightly.

"Well, I'm not the one who lost the bloody sun," Fitz began to argue.

"No one is telling you that you lost the sun Fitz, but what we need to do is get our heads back in the game, resist this enchantment, and find the damn path," Coulson encouraged everyone to not lose hope.

As the everyone began to bicker indistinctly, Bilbo looks up and sees a bit of sun through the tree canopy far above him. He speaks quietly, and no one else can hear him over the bickering.

"The sun," Bilbo said quietly to himself as he stares upwards. "We have to find the sun." He snaps his fingers in front of his face to wake up since he was feeling like he was about to collapse. "Up there. We need to…"

While Bilbo broke off from the company, and decided to climb up one of the trees nearby to get a better look and find out where the sun is heading, the dwarves began to fight and push each other around like animals, only for Dylan, Izzy, Bobbi, Trip, Ward, Natasha, and Clint to break off the fight.

"Will you fellas knock it off!" Clint exclaimed at the dwarves.

Thorin stands apart, listening. He began to hear something. It was the sound of a whisper and mutters to himself. "What? What's that?" He looks around as he continues to hear the whispering. He knew it wasn't from anyone within the company. Then he turns and yells at the company. "Enough! Quiet! All of you!"

"What is it?" May demanded softly.

"We're being watched," Thorin replied to her a sharp whisper.

Everyone looks around and keeps their eyes open for any strange activity. Fitz, however, was foolishly wandering off a bit from the group since he wanted to examine the spider-webs. He began to ponder why these webs were so massive. He absentmindedly plucks a spiderweb, causing it to vibrate, and the vibrations continue through the various linked spiderwebs and far off into the forest. He plucks the web again, but that was when he hears some strange whispering noises. As he makes a step forward, he accidentally trips over a spider-web and falls to the ground.

"Oh… bloody hell," Fitz groaned.

Taking a moment to get up, he heard something that was coming towards him. Fitz's eyes suddenly widen in horror when the web parts reveal a massive man-eating spider. As the spider opens its fangs and hisses at him, Fitz screamed like a girl. The whole company startled a bit when they heard Fitz's scream.

"Fitz!" Jemma cried out to him.

"RUN!" Fitz screamed as he ran to them. "SPIDERS! GIANT SPIDERS!"

The Spider that Fitz encountered was following him, only for Agent Ward to fire two bullets out of his pistol and the creature was dead.

"What the hell is that thing?!" Grant exclaimed in confusion and disgust.

"That is one big spider I've ever seen!" Dylan responded in shock.

Skye looks up and at the sight of hour, she saw that a whole load of giant spiders were coming downwards from the webbed trees.

"Ah, guys!" Skye raised her voice in terror.

The entire company look up and try to escape, only to be surrounded by more spiders that were crawling down the dead tree branches. Without hesitating, Coulson, May, Ward, John, Fitz, Skye, Jemma, Bobbi, Izzy, Hill, Natasha, Clint, Dylan, Nance, Trip, Molly, Carolina, the twelve elite S.H.I.E.L.D. soldiers, and the dwarves begin to fight against the spiders with their various weapons. Bombur is knocked to the floor by a spider, and it stands over him to bite him.

"Somebody grab a leg!" Izzy roared, grabbing one of the spider's legs.

Without any hesitation, Dwalin, Izzy, Nori, Trip, and Fili run to the spider that was trying to eat Bombur alive and each of them grab the spider's legs.

"Pull!" Trip shouted.

Izzy, Dwalin, Nori, Trip, and Fili were able to pulling the spider's legs, and at that moment, all the spider's legs were ripped off from its body, causing the dismembered body of the spider to land on Bombur.

"Thorin!" Dwalin called as he leaped onto a spider and killed it with his axe. "Get'Em!"

"Look out, brother!" Gloin warned Oin.

One spider was crawling right at Ori who was crawling away from it, only for Bobbi to save the dwarf's life by shooting it directly in the head. John looks upwards and fires his machine gun directly at number of spiders that were crawling down from the trees. Ward used both his hands to grab a spider's fangs and was having a bit trouble trying to push it away. That was when Agent May stabbed the spider with a spear. Kili was distracted when a spider grabbed him from behind. Clint leaps onto a massive spider and sticks an explosive arrow on its back. As he jumps off very quickly, the arrow exploded, killing the spider.

"Here boys, come and eat me," Natasha murmured directly at several spiders that were on to her. She didn't bother to hesitate, and instead she used the might of her strength to leap on each one and killing one with her pistol one-by-one.

Ward, Skye, Trip, Izzy, John, Nance, and three S.H.I.E.L.D. soldiers open fire at more spiders that were coming in all directions within the dark forest. The fight last more minutes as the entire S.H.I.E.L.D. team were almost out of ammo since there many spiders coming down.

"Save your bullets, we need to move!" May barked and beckoned the others to follow her and Thorin.

"Come on, keep up!" Coulson yelled.

"Wait for me!" Jemma cried.

"Clear!" Grant shouted.

While most of the spiders that attacked the whole company were killed off, the S.H.I.E.L.D. team and the Dwarves run through the forest and try to find their way out to escape this cursive place, but there was no way out since they have already lost the path which was only way to lead them out. That was when more spiders were jumping down, this time on threads of silk in front of the company. The spiders hiss at the company and were wanting to enjoy their feast in killing them all. Skye raises Orcrist and stands beside Coulson, May, Thorin, and Fili in front of the others and were now in full preparation to fight once again against the enemy, but that was when they all pause and looks up.

Out of nowhere, a blond-haired Elf was running through the treetops, and then swings down a spider's silk in order to land on it. He then slides on the forest floor under the spider facing Thorin, slicing it in half, and comes up kneeling with an arrow nocked in his bow and pointed at Thorin and the company. Before the others were about to strike as well, they realized that they were now surrounded by hundreds of Wood-Elves that emerged in all different places, drawing their arrows and pointing them directly at the company.

"Do not think I won't kill you, mortal," The blond-haired elf responded with threatening tone. "It would be my pleasure."

"Wanna bet?" May scoffed a bit with slight grin.

"Try me," The blond-haired elf grinned too and was ready to shoot her without hesitation.

The Dwarves and the S.H.I.E.L.D. team all look around and see that they were completely surrounded and outnumbered by many Elves, all with drawn bows aimed at them.

"Coulson, do you have bright idea?" Grant asked in proposition.

"So far none, but I think I might have a better way to talk this out of it," Coulson replied.

"Help!" A man's voice called out.

"Kili!" Fili cried out, knowing his brother was missing and in trouble.

The whole company whirl around and see a spider dragging Kili away by the foot. That was when a beautiful red-haired female elf emerges, and runs through the forest. She kills three spiders with her bow and knife, then kills the spider pulling Kili with an arrow. Then, she turns to attack another spider behind her, but without knowing, another spider was crawling right towards Kili.

"Throw me your dagger! Quick!" Kili called out to her in a panic.

"If you think I'm giving you a weapon, dwarf, you're mistaken!" Tauriel replied, showing no concern.

Realizing that she wasn't going to help, Kili grabbed a branch to fend it off, but Tauriel was fast enough spins and throw a knife, killing the spider that was about to attack Kili. Natasha witnessed what she did and was quite impressed by her skill.

"Well I'll be," John whispered in amazement on how the She-Elf fought.

"Everyone, stand down," Coulson ordered. "They won this fight."

"Search them," The blond elf leader giving the order.

The Wood-Elves approach the surrendered company and start searching them by his orders. Two elves began to confiscate Izzy and Fili, both were keeping dozens of knives around them.

"Mind if you tell us what we did wrong?" Skye asked.

"You have entered our woods without lead or permission, and those who trespass in our realm must be penalized," The blond-haired elf warned.

"That does seem a bit harsh for someone to say that when he enter a place we haven't been to," Coulson said, not amused by that kind of law and punishment.

"And just who do you think you are to deny the law of Greenwood?" Legolas glared at him.

"My name is Philip Coulson, agent of S.H.I.E.L.D., but you call me Phil for short, and I think we can talk this out," Coulson proposed with a grin, even though he knew that the elven leader was confused since he didn't understand the word 'agent'. "As matter-of-fact we should thank you first, for helping us deal with these spiders. I don't know if more will come, but we could probably find a easy solution in working together."

"We're on the same side," Hill said, holding her hands up to meet face-to-face with the elven captain. "Just search us if you want, but please give us a way out."

"I'm afraid you will not be leaving these woods," The elven captain refused. "If you want to desire your freedom, you must consult with the elven king."

"You mean Thranduil?" Coulson responded that answer which gave a nerving twist in elven captain's face.

"How do you know my father?!" The elven captain demanded in a very slight growl.

"Easy there pal, let's not try and start a brawl here," Grant said, slowly pulling out his gun from behind while an elf had been searching him and took his knife.

"My name is Legolas Greenleaf, son of Thranduil," Legolas glared at Ward. "And I will not be insulted by you… human." Then, he walks over to Gloin and pulls a picture frame with two pictures out of the dwarf's pocket.

"B'ey! Give it back! That's private!" Gloin growled in annoyance at the elven prince.

Legolas looks at a picture of a dwarf and wondered it was without even caring. "Who is this? Your brother?"

"That is my wife!" Gloin growled out in displeasure for what the elf said.

Legolas then looks at the other picture, which is of a dwarf child. "And what is this horrid creature? A goblin mutant?"

"That is my son, Gimli," Gloin growled deeper by Legolas' insult. "How dare you insult such things about my own family!"

Legolas raises his eyebrow at Gloin in contempt and ignored him as he decides to walk away from the angry dwarf. However, he decided to give the picture back to him and walked over to Tauriel, who had just brought in Kili.

"Gyrth in yngyl bain?" _(Are the spiders dead?)_ Legolas asked in the elven language.

"Ennorner gwanod in yngyl na nyryn," _(Yes, but more will come.)_ Tauriel replied back in elvish. "Engain nar." _(They're growing bolder.)_

Izzy grins as she opens her jacket to show the elf searching her that she had no knives left. However, the elf finds another one hidden in her hood. An elf scout walks over to Legolas and hands him Orcrist.

"Echannen i vegil hen vin Gondolin," _(This is an ancient Elvish blade.)_ Legolas examined the sword in remark. "Magannen nan Gelydh." (Forged by my kin.) Then he focuses his eyes directly at Skye since she was the one who carried the blade. He speaks to her back in english and asked. "Where did you get this?"

"I found it," Skye answered with honesty. "Well, it was given to me."

Legolas did not buy it and believed she was lying, and then points the sword at her. He looks at her in disgust. "Not just a thief, but a liar as well."

"Ah, I'm not a thief," Skye scoffed. "I didn't that sword to begin with. Like I said…"

"It was given to her," May responded by cutting her off and gave a glare at the elven prince. "We found it in a troll cave and I was the one who found it and gave it to her in order to defend herself from orcs. So I wonder, are you going to call me a liar, then I think there's a serious problem."

Some of the elves were whispering to each other as to why Skye had been carrying that blade to begin with. Tauriel looked at May and was quite amazed how she stood up against Legolas.

"Then tell me, what business does a group of human men and women have wandering with dwarves in our realm?" Legolas demanded an answer from her.

"Look, we're not from here," Natasha decided to speak on May's behalf. "We met up with these dwarves and their wizard friend. Calls himself Gandalf, and he left us and gave us instructions to follow the path, but we got lost until we nearly got eaten by spiders."

"Don't forget the biggest ones," John grinned, knowing that the less who searched him did not even bother taking his machine gun which was already locked.

"You speak of the wizard, Gandalf, where is he?" Legolas asked, not buying Natasha's story. "Why is he not among you?"

"Cause he decided to leave us to rot and die… even though, with not much reason," Clint answered. "Said he had some business and he took it."

"Well I don't believe your providing a lot more to your claim," Legolas said, still refusing to buy it.

"Hey c'mon, we told you the truth," Clint said, starting to grow annoyed.

"If you really want to kill us, then go ahead," Bobbi insisted.

"The Elven King will decide your fate," Legolas told her. "For now, you are all his prisoners." Then he shouts out a command in elvish towards his garrison. "Enwenno hain!" _(Take them!)_

Under the command of their Prince, the elves begin to lead the company away and prepare to take them to the Woodland Realm, the capital of the Greenwood which is ruled by the elven king.

"Coulson, where's Bilbo?" May asked deliberately in a whisper to Coulson.

Coulson looks around, but sees no sign of Bilbo. "I don't know."

"Let's just hope he's okay," May sighed and looked a bit worried. "He could be lost in the forest."

"Hopefully he'll try to get his way out," Coulson stated. "Like he did in the Goblin Tunnels."

"You sure about that?" May wondered.

"Can't be sure if I'm right," Coulson grinned. "But right now, we're about to pay a visit to the Elven King."

"The one that Gandalf told us about," May sighed. "This is not good idea. I just don't like to see how Thorin will react when he sees him."

The elven garrison leads the company towards a massive gate that was made out of mass silver and iron. The Elves must've spent a long time building it in order to protect their realm from certain enemies that would attempt to attack the city. The company led over a bridge and once the gate opens, they are led into the Woodland Realm. After they pass through, Legolas addresses the guards of the gate.]

"Holo in ennyn," _(Close the gate.)_ Legolas addressed the guards that guarded the gate. That was when he felt something and looks down the bridge to see what it was. Seconds pass, he saw nothing, and turns and walks through the gates as they closes.

The elves of Legolas' garrison had been leading Thorin's company through the raised wooden walkways of the Woodland Realm. The entire city was completely massive than Rivendell, but unlike it, everything was built out of tree roots in a massive subterranean cavern where thousands or possibly million Wood-Elves were wandering quietly. Some of the elves began to take notice on the arrival of the company, but a few had been glaring at the dwarves. Skye looks down from the wooden walkway and couldn't imagine how beautiful it was.

"Where are they taking us?" Jemma asked.

"I bet they're taking us to meet with their king," Natasha answered.

"That doesn't sound to bad," Fitz said.

"Don't push yourself too hard Fitz," Ward said. "Cause I don't think we're going to be given a proper welcome."

"So who should talk this out?" Trip wondered.

"Try to leave it to Coulson," John said to him with a grin. "He's good at negotiating than me."

"Gotta say, this place reminds be a bit of Rivendell, only much bigger," Fitz said in awe.

"Well it doesn't seem to be too hospitable," Jemma said.

"So what do we do?" Fitz asked quietly. "Do we fight our way out?"

"Don't know, but I think we'll try to talk this out," Jemma shyly grinned. "Hopefully."

"We already have a plan for escape if this doesn't go soft," Clint said.

The company was led to a massive platform and on it was the throne. The throne had pair of antlers of an elk and sitting on it was Thranduil, the King of the Woodland Realm and Greenwood. Thranduil was silent as he stared at the travelers who were brought inside his vast kingdom.

"So much for the benevolence of Thranduil, Lord of the Elves," Dwalin growled at the elven king as he spoke first. "Is this how you treat travelers to your lands?"

"Only the ones who annoy me," Thranduil replied in a very calm and pleasant voice. "Especially to those who would dare enter the Greenwood. It is a crime."

"So you think its a crime to be lost?" Coulson asked him. "Do getting ourselves eaten by giant man-eating spiders? You think that's crime?"

"It is a crime to enter my woods without lead, for you forget that you are using the road my people built," Thranduil told him. "Tell me, why would you enter?"

"Point is, none of us wanted to enter this place to begin with your highness, but I guess we were stupid to even take it," John grinned at the elven king.

"I take it that you are more annoying than the dwarf who raises his fist against me," Thranduil glared at him and Dwalin. "Such unwelcome guests."

"Then you know that me and my team never knew about the Greenwood," Coulson said, giving him a slight glare. "Or the law. We should be allies, not enemies. And I know we can talk this out."

"Philip J. Coulson," Thranduil spoke his name and rose from his throne to get a better look. "So it is true? The mighty Thor, son of Odin was right. How a human can be brought back from the dead?"

"You know of me?" Coulson asked, concerned and confused.

"It is impossible how they did it, but I know the answer will come forth to you," Thranduil gazed at him in wonder and shook his head, and then spoke directly to his son Legolas in elvish. "Legolas, el su numa ne Orcrist?" _(Legolas, who was the one who carried Orcrist)_

Legolas pointed directly at Skye as he responded back to him in elvish. "Elan do si." _(That one there.)_

"Please escort our unwelcome guests to their cells," Thranduil commanded his guards. "I will decide their fate. Until then, I would want to speak with Thorin and also… the one who carried Orcist."

"Are you meaning me?" Skye asked him.

"Yes," Thranduil answered in a pleasant tone.

It is the worst thing to imagine about been in a dungeon with no hope in escaping, but if prisoner who are members of S.H.I.E.L.D., they would have brilliant strategies in how to escape. Everyone in the company were being thrown and pushed inside their cells one-by-one.

"This is not the end of it! You hear me?!" Dwalin growled in protest at one of the elves who pushed him inside his cell.

"Let us out of here!" Gloin protested angrily.

The same elf, who had been in charge of Fili, found another large dagger hidden in his coat, causing the dwarf to sigh in deep frustration since he was willing to use it to escape. Kili, however, was the only one in the company to not have been pushed when he was with Tauriel. Tauriel stared at him as the dwarf gave him a kind-hearted smile and walked into his cell without been pushed.

"Before you go, I would recommend you search," Kili addressed her. "Beside I could have anything down my trousers."

"Or nothing," Tauriel coldly responded and haughtily slams the cell door shut and walks away.

Kili stares after her and smiles again, believing that she likes him. Legolas noticed this and began to wonder if the dwarf had a thing for stops Tauriel on her way out of the prison corridor.

"I Nogoth amman e tîr gin? Tauriel?" _(Why does the Dwarf stare at you, Tauriel?)_ Legolas asked to her in concern and stopping her from leaving until she could have an answer.

Tauriel was a bit shy and nervous to answer that sort of question. She tried as much to looks away from Legolas as she says the next line, smiling a little and looking dreamy. "Ú-dangada? E orchal be Nogoth. _(Who can say? He's quite tall for a Dwarf.)_ She suddenly realizes what she's doing and quickly looks at Legolas. "Pedithig?" _(Do you not think?)_

"Orchal eb vui, mal uvanui en." _(Taller than some, but no less ugly.)_ Legolas insulted.

"Tell you what your highness, I'll give you a chance, let us out and will leave peacefully," John offered with a grin. "That's the easy way. Hard way is, will try to get out ourselves. Maybe you won't see that coming."

"This is a cell," Legolas scoffed. "What makes you think you can escape where we have hundreds of guards?"

"Aww man, you really are making the worse mistake in your life," John smirked by his slowly shaking his head sideways. "We can take down your guards when we escape."

"Try to make your move, and you might not succeed," Legolas glared at him and walked away.

"Alright, I guess the hard way it is!" John raised his voice for the elf prince to hear, but he knew that he ignored him. He let out a sigh and stared at Coulson on the other side. "You know, it reminds me. I got captured a lot and I've been through the worst cells like this one. Even though, I kinda like it. I wonder, how many times have you been captured and locked up?"

"Twice, even Agent May always had my back and got me out," Coulson answered.

"Oh right, the Cavalry on the move,"

"Why does everyone always call me that?" May groaned in disgust.

"Because that's what you are, Agent May," Clint remarked. "The Cavalry."

"Surely or not maybe you have a brilliant strategy in getting us all out," Jemma assumed.

"So far, we don't have one," May answered. "Until then, we should rest."

"Resting is not my list," Izzy sighed. "I hate sleeping."

"At least this is not an Orc dungeon," Balin sighed in relief. "Otherwise we be dead already. These are the halls of the Woodland Realm. No one leaves here but by the king's consent."

"Yeah, we heard," Ward said. "Hopefully, he'll let us out."

"Let's just hope Thorin is having an easy time with him," Coulson said.

"Why does Thorin really hate him so much?" Fitz wondered. "Of course he hates elves, but what drove him to hate them."

"You can tell that to Thranduil," Coulson answered. "He and his kin turned their back on Thorin."

"If only there could've been better way for the elven king to help Thorin and his people after the sacking," Jemma imagined.

"You know if there was any trouble, I wouldn't turn my back," Trip said. "I do the right thing."

"And we are here," Dylan sighed as he laid himself down on his back. "We help him to reclaim his homeland which was not my assignment to begin with."

"Hopefully, will get out," Natasha said. "If things go sideways, will wait until dawn. That will be time for us to escape."

"Brilliant suggestion, but as you notice, we are locked up like animals waiting to be tortured in a pound," Fitz said, bringing that one up. "Besides we don't have a key."

"We don't need key, kid," John said, cocking his gun. "We're always step ahead. When you get locked up, there is always an easy way to get out."

"Lay a bullet in a chain," Trip remarked with a grin. "I like it."

* * *

Meanwhile, Skye and Thorin were been brought before King Thranduil. It seems that the elven king wanted to speak to them personally before deciding in setting them free or locking them off if they refuse something that would be offered.

"Some may imagine that a noble quest is at hand," Thranduil addressed the dwarf, who was unsatisfied. "A quest to reclaim a homeland and slay a dragon. I myself suspect a more prosaic motive: attempted burglary, or something of that ilk." He looks closely at Thorin. "You have found a way in… haven't you? The hidden doorway. You seek that which would bestow upon you the right to rule: the King's Jewel, the Arkenstone. It is precious to you beyond measure. I understand that. There are gems in the mountain that I too desire. White gems of pure starlight. I offer you my help."

"I am listening," Thorin replied with curiosity, as if he seems interested in wanting to accept Thranduil's deal.

"I will let you go, if you but return what is mine," Thranduil offered him the deal.

Thorin turns and slowly starts walking away a bit and stares at a quiet Skye, who nodded her head as sign in accepting the deal.

"A favor for a favor," Thorin said, sounding like he was unsure about it.

"You have my word," Thranduil calmly promised him. "One king to another and the line of Durin's Folk shall continue as you wanted to see. The girl agrees. Do we have a deal?"

Thorin began to change his face from happy to angry while he looked away from the elven king. Unknown to the elf king, he still remembered the day how Thranduil had once turned away from him and the dwarves after Smaug caused a firestorm and robbed Erebor. He would never forget this case of betrayal, as he still held on for it over the years and would never forget it. His voice gets louder and louder as he speaks.

"I would not trust Thranduil, the great king, to honor his word should the end of all days be upon us!" Thorin began to raise his voice even louder and louder until he spins around and points angrily at Thranduil. "You lack all honor! I've seen how you treat your friends. I see how treat as if they were to admire you as a king. But in truth you are nothing but a fool. You wanna know why? Do you even remember that day? The day when we came to you once. We were starving, homeless, seeking your help, but what did you do? You turned your back. You turned away from the suffering of my people and the inferno that destroyed us!"

"Imrid amrad ursul!" _(Die a death of flames!)_ Thorin bellowed in his own native tongue.

Skye was shocked when the dwarf roared at him. Not even saying one word or even wanting to stop the angry dwarf from declining the offer that Thranduil provided in return for the gems that were lost to him, she was the only one in S.H.I.E.L.D. who knew the truth for the first time. Gandalf had mentioned this to her and rest of Coulson's team about why Thorin always held a deep grudge against the elves and to why he hated them. The answer was right there. Conflict, destruction, and betrayal was what drove him into this. It was the reason why he couldn't trust the elves during the time when she and the company were staying in Rivendell.

Thranduil was shocked at first, but began to grow deeply offended and annoyed over the dwarf's bellowing attitude. He then leaps down from his throne at a quick pace and puts his face right in front of Thorin's in a bit of anger.

"Do not talk to me of dragon fire in my presence," Thranduil hissed. "I know about dragons. I know their wrath and ruin. I have faced the great serpents of the north."

As Thranduil speaks, his face contorts, and we see his face covered with what appears to be burns and scars from his past encounters with dragons. His left eye is milky and unseeing. He draws away, using his own magic to turn his face back to normal.

"I warned your grandfather of what his greed would summon, but he would not listen." Thranduil explained everything about Thror just as he walked up the steps to his throne. "I looked at him and I saw nothing but madness, insanity, and display." He stares at him with a very unsatisfied look on his face. "You are just like him. You disappoint me Thorin Oakenshield. You haven't changed one bit. You are the same as ever. If you would've done the right thing when you with him at the time those gems were not given to me, our friendship would've remained unbreakable, but it seems an act of betrayal is all that you see." Then he motions his guards, giving them the order to take Thorin away toward the dungeons, leaving only Skye. "If you wish to turn down my offer, then so be it. Rot if you wish, but if you ever decide in changing your mind, then I will gladly release you. Refuse, then spend a hundred years locked away in a cell. I am patient. I can wait."

Skye was now the only person to face the mercy of the elven king. She now saw that the elven king was in the wrong, but she mixed with reactions. Refusing to believe that Thorin was greedy and was never like this grandfather, she decided it was time to stand up for herself since she took so much pity for him.

"So this is what Thorin told me about you?" Skye began to glare at him. "Wanting gems in return for freedom." She let out a scoff. "That's so… messed up."

"You know nothing of me or Thorin," Thranduil said, sounding very authoritative in a way since he was the ruling king of the Woodland Realm. "Know this, I would strongly advise for you to be careful what you say to me. You maybe a human, but consorting with dwarves, that is different." He turns away from her and started to sound like he was afraid. "All I wanted was to offer my help. It was what I thought he would agree to, but what kind of foulish words he would dare to say to me." Then he reacts calm and continued to speak in his authoritative tone. "Before I send you to the dungeons to join with the rest of your friends, I have one question and I want to see in your eyes if you are in fact telling the truth about the sword you carried."

"Like I said, I did not steal that sword," Skye admitted the truth. "I didn't know it was yours. It was given to me."

Thranduil stared at her and felt the truth in her words. "I see that you are not a liar as Legolas claimed."

"Look I get you have a grudge against him and his family, but this will not change everything," Skye said. "Thorin and his kin are stubborn in a way, but if you give him his freedom and keep your word, maybe there can be a chance to resolve the friendship that was lost."

"What do you see within them?" Thranduil asked.

"I see them to be loyal," Skye answered in defense. "They fight till the end and what I see in them… is that they want to protect their land and gain it all back for the sense of integrity."

Thranduil sat himself down on this throne and took a moment to think on Skye's words, but he showed no care as to what he was about to say to the young S.H.I.E.L.D. hacker.

"Noble… very noble," Thranduil began to remark. "But your pity is a foolish attempt. I see the nature within the dwarves. None of the dwarves that I see cannot be reasoned with, not even Thorin, his father, and grandfather. The only thing I see is greed. You may think the dwarves possess the will of honor, but your wrong about them. They care for nobody but themselves."

Skye shook her head and glared even more at the elven king. "I don't believe you. Thorin is a good man. I saw what he did when I first met him. Why can't you see the truth?"

"I don't," Thranduil made out his response. "But let me tell you this. I do care for my people, but I care not for the nations of different races, such as Men and Dwarves. Even if an old enemy of mine would even lay siege to a nation, it would be no concern of me. Other lands are not my concern. The fortunes of this world will rise and fall, but in here, we will endure."

"I can't believe what I'm really hearing," Skye scoffed. "It seems Thorin has been right about you from the start. Turning your back on him, not even caring, and the only thing your care is… gems! I don't know what what kind of man you are, but you are just weak in your mind."

"And I've already made my mind," Thranduil replied to her in a cold tone, starting to sound annoyed by her words. "Its time for you to join your friends."

In the elven dungeons, Thorin was escorted by the guards and was thrown into a cell beside the other dwarves, and his jailer walks away with a ring of jangling keys.

"Well look whose decided to join us in our party," John grinned upon Thorin's arrival and noticed his face. "You don't look so happy."

"So what happened?" Hill asked, wondering what the news was.

"Did he offer you a deal?" Balin asked hopefully.

"He did," Thorin answered.

"And did you agree?" Ward asked.

"Did he say he would let us go?" Bobbi asked too.

"I told him he could go… Ish kakhfê ai'd dur rugnu!" _(I spit upon your grave!)_ Thorin bellowed in his native tongue.

There was a long moment of silence and confusion, and none of the agent in S.H.I.E.L.D. did not understood what he meant.

"Can somebody tell what the hell he meant by that?" May asked, wearied.

"It means he spat at the elven king's face," Dwalin answered from across.

"What?!" Clint explained upon hearing that.

"Wow!" Trip responded in shock. "Did he?"

"You spat on the king's face?" John said, sounding a bit surprised to hear that. "Harsh."

"Then I guess it didn't go well," Grant said. "Now we're stuck here."

"What in the world were you thinking?" Jemma scoffed in shock. "He could've released us."

"More like it, he's a fool," Thorin responded and looked back.

"Well... that's it, then," May sighed wearily in frustration. "A deal was our only hope. But no, you decided to do your own thing."

"Its not our only hope Ward," Coulson said. "We still have a Plan B in our hands."

"Heck yeah, I'm still in with the plan in mind," Izzy said. "Only if Bobbi agrees to it."

"Same," Bobbi said and decided to lie down now.

"Best we rest now," Natasha noted. "We have long night ahead of us."

That was when the elven guards arrived and brought Skye to be placed in her cell. She wasn't too happy after her conversation with the elven king. She didn't even bother wanting to ever see his face ever again since Thorin had been right about him.

"Well, I guess our last person has arrived," John said, knowing he was next to her. "You alright, kid."

"I just had the worst conversation with that lunatic," Skye sighed.

"I take it you pissed him off," Coulson assumed.

"Yep," Skye sighed.

"No worries, I don't I think I like the guy at all," Coulson said.

"Even though he and his son are quite charming," Jemma murmured.

* * *

Throughout the long night, nearly everyone in the company was fast asleep and had been planning to prepare their escape was dawn had struck. The only person awake was Kili. While he was bored in his cell, he had been playing around with a shiny black stone with an engraving in his hand. He flips it in the air and catches it on the back of his hand. That was when Tauriel came down and had been checking on all the prisoners. Seeing that they were all asleep, she decided to leave, but that was when she caught her attention on Kili. She pauses for a moment when she stares at the stone that was in the dwarf's hand and walks over to his cell, and find out what it was.

"The stone in your hand, what is it?" Tauriel asked in curiosity.

"It is a talisman," Kili replied. "A powerful spell lies upon it. If any but a dwarf reads the runes on this stone, they will be forever cursed." He quickly holds up the stone toward Tauriel, and she steps back slightly. She begins to walk away, but stops when Kili speaks again, in a laughing manner. "Or not, depending on whether you believe that kind of thing. It's just a token. But in truth, its called a runestone. My mother gave it to me so I'd remember my promise."

"What promise?" Tauriel asked.

"That I will come back to her," Kili said in a hopeful manner. "She worries. She thinks I'm reckless."

Tauriel looked down upon hearing about his mother and asked with a hint of concern. "Are you?"

"Nah," Kili smiled and tosses up his stone.

Just as he was about to catch it, he misses when he tries to catch it, and it rolls out of his cell, but Tauriel stops it with her foot before it can roll into the deep pit outside the cells. While she picks it up and inspects it, Kili goes up to the bars of his cell until he heard the sound of laughter and singing in the far distance.

"Sounds like quite a party you're having up there," Kili said, imagining what was going on up there in the distance.

"It is Mereth-en-Gilith, the Feast of Starlight," Tauriel explained as she steps slightly away. "All light is sacred to the Eldar, but Wood Elves love best the light of the stars."

"I always thought it is a cold light, remote and far away," Kili stated in confusion.

Tauriel, who had walked a few steps away while speaking, approaches Kili again and speaks earnestly. "It is memory, precious and pure." She smiles and hands Kili back his stone. "Like your promise." Then the sound of singing was heard, bringing her attention of joy and faith. She turns her head back to address him. "I have walked there sometimes, beyond the forest and up into the night. I have seen the world fall away and the white light forever fill the air."

"I saw a fire moon once," Kili explained his story. "It rose over the pass near Dunland, huge; red and gold it was, filled the sky. We were an escort for some merchants from Ered Luin, they were trading in Silverbuck for furs. We took the Greenway south, keeping the mountain to our left, and then, this huge fire moon, right in our path. I wish I could show you..."

* * *

The sun was beginning to rise. Dawn had arrived and it was time for everyone in the company to prepare their jailbreak and escape this place.

"I'll wager the sun's on the rise," Bofur spoke out first in sense of exasperation. It must be nearly dawn."

"We're never going to reach the mountain, are we?" Ori looked down in disappointment.

"Relax Ori, will get out of here," Coulson promised. "Besides, our plan to escape is about to happen in exactly thirty seconds."

"Thirty seconds?" Ward asked in confusion.

"Means we have a backup plan," Natasha said.

"Backup plan?" Jemma responded as she woke up. She turns to Fitz. "Fitz did you hear that?"

"Yep, time to escape," Fitz said. "Even though once we get out, we're going to need to find our exit, which we don't know at all."

"Maybe there's a map we can find," Bobbi assumed. "The map can show us where we are and how to escape. Besides this city is huge, we might have a chance."

That was when Bilbo suddenly appears in front of Bobbi's cell, holding up the ring of keys.

"Well that's good, cause I've already the perfect spot on where we can escape," Bilbo said with a sense of accomplishment. "No one is going to be stuck in here."

"I don't believe it," Bobbi murmured in surprise.

A sudden surprise was spurred when everyone jumped up in surprise when they noticed that Bilbo had already gotten inside the city.

"Bilbo, is that you?" Skye asked, hearing his voice.

"Bilbo!" Balin exclaimed in joy.

"Shhh! There are guards nearby!" Bilbo shushed him.

After unlocking Bobbi's cell, he runs over to Thorin's cell and lets him out. He then proceeds to let all the other out of their various cells, and they chuckle gleefully at their good fortune.

"Well done," Jemma giggled happily as she gives the hobbit a hug.

"Nicly handled," Fitz smiled, giving him a thumbs up.

"Little tip, how'd get in here?" John wondered about that.

"Let's just say that I found a secret way into the city, so here I am," Bilbo chuckled slightly.

"Well that's good, then maybe you can leads to the spot where you came in," May suggested.

"Actually no, but I found the best way to escape, if you follow me," Bilbo beckoned.

"Alright, lead the way," Coulson insisted.

Bilbo proceeds lead the company through the Woodland Realm, and they whisper indistinctly. They sneak through the vast halls of the Woodland Realm, and eventually find themselves in a massive wide cellar that held more than thousands of elven wine bottles. That was when they notice a trio of elves were there, but they were all asleep around a table, with several empty bottles of wine in front of them. It seems they were drinking too much, causing them to collapse during their shift. Bilbo leads the dwarves further in.

"This way," Bilbo whispered as he led them further in.

"Are you sure this is it?" Nance asked quietly in confusion. "Cause I don't even see an exit at all."

"This is not the way out," Hill whispered by shaking her head in disapproval.

"I don't believe it, we're in the cellars," Kili whispered sharply.

"Looks like cellars are filled with wine," Trip whispered, noticing there was a lot of wine everywhere.

"Never mind about the wine, we need to get out of here," Molly whispered sharply as he looked around.

May sighs and walks up to Bilbo, giving him a very unsatisfied look. "You call this an exit. I thought you were supposed to be leading us out, not further in."

"I know what I'm doing," Bilbo replied in a sharp whisper.

"Shhh," May shushed him by covering his mouth for a couple of seconds. "Keep your voice down. We don't want to be seen."

"So where's our exit?" Ward quietly wondered impatiently where the exit was to escape.

"Its down here, this way," Bilbo quietly pointed.

The company quietly sneaks into a large room in which a large number of barrels were stacked sideways down the middle of the room. Each having its one end open, the ones down below were taller for a human to climb in and the shorter ones were the size for a hobbit and dwarf.

"I managed to stack them all together," Bilbo told them quietly about what he did. "Its perfect."

"Ah why did you stack barrels?" Fitz asked that in confusion.

"So that way we can use them to escape," Bilbo answered softly and showed them what he did. "All we need to do is climb into the barrels. The ones below are the perfect size for the tall-folk and shorter ones, well, for the dwarves… and me included."

"Seriously?" Skye scoffed quietly. "You want us to climb and hide in the barrels."

"That is the worst idea that you can possibly think of," Clint whispered sharply in disapproval.

"You're suppose to get us out, not force us to go in barrels," Jemma scoffed and chuckled very quiet.

"Have you lost your bloody mind?" Fitz whispered sharply.

"The guards are gonna know that we're missing very soon, so we better think of another plan before they find us," Coulson said.

"He's right, we're wasting time," Thorin softly agreed.

"No, no, the elves will not find us, I promise you," Bilbo sharply responded in a whisper, trying to get their attention. "Look I know its crazy. It is, but you have to trust me. Once your in the barrels, you will see what will happen. Please, just give a chance to prove that I'm right."

"Are you positive?" May asked softly.

"Positive," Bilbo answered.

"Alright fine, we'll do as you say, but I must warn you, if this plan doesn't work, then there's going to be a serious problem," Coulson warned.

"Let's get inside," Natasha said as she was the first to climb inside her barrel. "let's go, c'mon."

"Right behind you," Clint complied.

"Move your ginger head," Dwalin whispered sharply toward Bombur.

"There is no way I'm climbing," Dylan said.

"Let's just hope Bilbo knows what he is doing," Bobbi sighed as she climbed in

"Jemma, get in the barrel, hurry," Fitz urged her.

Without hesitation, everyone in the company climbed into their own barrels like they were told while Bilbo was walking along, counting to make sure all of them have been accounted for.

"Okay, everyone's in," Skye said.

"Okay we're in the barrels, so now what?" Ward asked, wanting to know the next step of the plan to escape.

Bilbo walks toward a lever in the ground and replies. "Hold your breath."

"What? Hold my breath?" Ward asked in confusion. "What do you mean?"

Just as Bilbo pulls the lever, a part of the floor that the barrels were on began to tilt downwards into an opening. Once the floor was down, the barrels roll out the opening and fall several feet into a river that runs beneath the Woodland Realm. Some of the dwarves yell as they fall, and the barrels make loud thumping noises, which could lead to disturbance. The trio of elves that were sleeping around the table stir and begin to wake up when they heard the sound of the noise. With the company making their escape, Bilbo triumphantly looks around, but then realizes that he forgot to get out himself, and that the trap door had already closed.

Suddenly, Bilbo heard the loud alarm of bells ringing in every part of the city. Knowing that his companions had escaped, Bilbo didn't want to stay here and had to figure out a way to get the trapdoor open. He frantically runs back and forth and stomps on the ground, trying to make the floor tip again. That was when Tauriel was leading a armed force elven scouts to run toward the cellar.

"Tolo hi!" _(Come now!)_ Tauriel shouted in elvish.

Just as Tauriel and the elven scouts were getting much closer to the cellar, Bilbo looked up in alarm and began to walk backwards since he knew it was the end and would soon be arrested like his companions. Before he was about to pull something out of his pocket, the floor began to tip and Bilbo falls into the river, yelling. He surfaces and grabs onto Nori's barrel. The whole company were still in their barrels and have been waiting for him.

"Well done, Master Baggins," Thorin remarked on the hobbit's genius plan.

"Guess we owe you an apology," Bobbi said and helped him up, even though, there was no room.

"Go," Bilbo spluttered his word since he was half drowned and waves his hand in thanks.

"Come on, let's go," Coulson ordered as he was the first to lead the company by paddling.

The alarm was sounded and the company began to paddle with their hands as the river pulls their barrels along while many of the elven guards, soldiers, and scouts were rushing along countless passages in the Woodland Realm. Without been seen, the company emerge into the sunlight, and Coulson sees a waterfall right in front of them.

"Everyone hold on!" Coulson yelled.

The S.H.I.E.L.D. agents, Dwarves, and Bilbo remain in their barrels as they plunge through the rapids, then float swiftly down the raging river. That was when Agent May turned around and saw Legolas, who was followed by several elven scouts, emerges from a gateway and sees them floating away.

"Coulson, we've been spotted!" May warned him.

"Keep paddling!" Coulson shouted in command. "We're almost to the gate!"

"Holo in-annon!" _(Shut the gate!)_ Legolas ordered one of his scouts.

The elven scout complied to the prince's command and with him blows on a horn to signal the guards outside of the outsiders' escape. As the company round a corner in the river, they see a guard post built above the river. The heavily armored elves standing guard there hear the horn and come to attention. That was when one of them approaches the lever and pulls it down, causing a heavy metal sluice gate to block the river. Now, everyone in their barrels come to a stop at the gate, unable to float further.

"No!" Thorin cried in horror.

The barrels pile into each other; the elven guards draw their swords, but one is suddenly shot in the back with a black arrow. That was when dozens of growling orcs swarm over the guard post, killing the guards and a few scouts.

"Watch out! Those are orcs!" Bofur warned to the rest of the elven guards, but it was too late.

Multitudes of orcs were now running all over the bushes, and heading towards the company, ready to engage. Thorin knew that Azog was here, and was wanting to pick up where he left off with the giant Gundabad Orc. However, he did not see him at all. The orcs, however, were led by another massive orc who was kinda similar to Azog. His name was Bolg. Bolg bore a strong resemblance to Azog the Defiler, but had a much different appearance.

"Gorid! Zib! Goridug!" _(Fight! Kill! Slay them all!)_ Bolg roared in his own language, which was same that Azog had said.

"Get under the bridge!" Coulson shouted.

Many orcs run down the hill and begin throwing themselves at the company members in their barrels. Even though, S.H.I.E.L.D. was on top of it. Coulson, May, Ward, John, Bobbi, Izzy, Hill, Natasha, Clint, Dylan, Nance, Carolina, Molly, Trip, and the S.H.I.E.L.D. agents open fire on the enemy, killing dozens with their guns. Bilbo manages to kill one with Sting, and Dwalin elbows another in the face. During the firefight, Kili looks up and sees the lever the elven guard had pulled earlier. He manages to get out of his barrel and runs up the stairs toward the lever. Unarmed, he ducks as an swings at him.

"Kili, catch!" Natasha called and tossed him an orc sword.

Kili grabs the sword and fights his way to the top of the stairs. As Kili fights an orc, another one leaps up from behind him, raising its spear to stab him. Izzy throws a short sword or dagger and kills the orc, allowing Kili to fight his own opponent and kill it. That was when Bolg began to notice what the young dwarf was doing and decided to prevent that from happening. Hoping to appease his father in killing one of the dwarves of the royal line of the Longbeards, Bolg pulled an arrow from behind his back and took aim. Before Kili had a chance to touch the lever, Bolg fires an arrow, which hits Kili in the calf.

"Kili!" Fili cried in horror.

Kili groans in pain and strains to pull the lever, but falls over onto his back. The fighting stopped for a brief time when Coulson and the rest of his S.H.I.E.L.D. looked on in shock when they saw their companion groaning in pain from the arrow that Bolg fired.

"Kili," Thorin whispered in shock and alarm.

When an orc leaps over to kill Kili, an arrow suddenly flies into its head. Kili looks over and sees Tauriel running through the bushes. She shoots another orc, then kills others with her knife.

"Gor'-ash! Gor golginul! " _(Kill her! Kill the She-Elf!)_ Bolg ordered his lackeys to kill Tauriel.

At the orc's command, several orcs focus on Tauriel and begin to rush at her. One orc got an arrow through his head by Legolas, who emerged from the bushes. More elven scouts arrive as reinforcements and begin to turn the tide of the skirmish, and a number of orcs were shot down. As Tauriel, Legolas, and the other elves were busy fighting the orcs, Kili manages to grab the lever and pull it, opening the sluice get and letting the dwarves in their barrels through. He then falls on his back again in pain while the dwarves and their S.H.I.E.L.D. companions in their barrels fall down another waterfall and float down the river. Bolg sees them.]

"Khozdayin obguryash! Abgurid!" _(Don't let them escape! After them!)_ Bolg yelled in his native tongue.

"Kili, c'mon!" Skye cried to him.

Kili manages to slide himself off the ledge and into his empty barrel below. As he lands in it, the shaft of the arrow in his leg breaks off on the edge of the barrel. Tauriel distractedly looks over at him and is attacked by an orc, but manages to kill the orc. The remaining dwarves and Bilbo plunge over the waterfall and continue floating down the rushing river, as Bolg and his orcs follow the river on land.

In the river, an orc leaps at Coulson in his barrel, but he manages to kill it with a gun and the bullet flies into the orc's forehead. Tauriel, Legolas, and the other elves run after the orcs chasing the dwarves, shooting them. An orc jumps from an overhanging tree branch toward Balin, but Thorin throws his sword and pins the orc to the tree; as the orc drops its weapon, Thorin catches it while floating beneath him, and he throws back to Bombur, who throws it to Nori, who throws it to Fili, who kills an orc with it. An orc leaps onto John's barrel, only for John to give it a huge punch with his fist it off and steal its axe. That was when Agent Ward spots a low-hanging tree branch stretched across the river in front of them, but several orcs were on it and ready to jump onto one of the barrels.

"Cut the log!" Grant shouted.

As he floats under it, Ward hits it with his sword, then John hits it with his weapon, and Dwalin, right behind him, hits the branch with his axe, breaking it and causing the orcs on it to fall into the river. Bilbo manages to climb atop a floating barrel.

"Bombur!"

Dwalin throws his axe to Bombur, who kills an orc that had just jumped onto his barrel. The Orc's spear ends up pinning it to an overhanging tree branch; the other end of the spear catches onto Bombur's barrel and catapults it through the air and onto the riverbank, where the barrel rolls and tramples multitudes of orcs. The barrel flips through the air to the other side of the river, where it tramples more orcs. Eventually, the barrel comes to a stop, and orcs surround it; however, Bombur kicks out the bottom, then sticks his arms holding axes through the sides. He then starts spinning rapidly with the axes extended, mowing down all the orcs around him. He then runs toward the river, tosses his axe to one of the floating dwarves, then gracefully jumps into an empty barrel.

Meanwhile, Legolas, Tauriel, and the other elves have caught up to the dwarves and orcs, and they fight the orcs. At one point, Legolas leaps over the river and lands with a foot on the heads of two dwarves, from this vantage point, he shoots orcs on either riverbank. He aims carefully, and manages to skewer two orcs through the head with one arrow. Legolas continues fighting orcs, using the heads of floating dwarves as stepping stones to get across the river. While he is preoccupied fighting an orc, another orc runs up behind him and raises its sword to kill him. Natasha, who still remained in his barrel in the river, noticed and sent her last bullet from her gun and manages to kill the orc behind Legolas. Legolas and Natasha look at each other for a moment. With a some sort of understanding, Legolas decided to stop pursuing the dwarves and their S.H.I.E.L.D. companions as they all continue to float down the river.


	6. Chapter 6

The day grew much lighter than before as all the Dwarves of the Company and S.H.I.E.L.D. agents had been floating along the current for a couple of hours and were very successful in getting away from the Orc pack led by Bolg, who was known to be one of Azog's eldest children among the clan. Neither Bolg or his pack were not giving up and they would continue to follow the trail and annihilate Oakenshield. Coulson was breathing very heavily and felt sea sick from the rough ride he got.

After a while, the river around the barrel-riders came near a steep rocky shoulder of land that came down upon their left during their successful escape from the Elves and Orcs. That was when the current came to a standstill and it was only a matter of time before the enemy would arrive. Skye turned to stare at Thorin, and saw the relief in his eyes that he was wanting to get away from Thranduil since he hated the Elf Lord so much and would plan to start a war against him and the Elves for locking him in the dungeons.

"Keep paddling!" Coulson ordered.

"Thorin, are you really planning on waging war against the Elves?" Skye asked.

"This is not your business to ask me that," Thorin answered her very grimly.

"Maybe there's a better way we can solve this before anyone is willing to pick up a sword or axe to grind," Skye said.

"Not the ones I'm looking at," Thorin scoffed.

"Thorin, I'm sorry for what they did, but let's not try and think about the Wood King, or whatever he's called, for now, our main job is to get you to the mountain, so you can claim your grandfather's seat in the hall, isn't that what you want?" Skye wondered if he would ignore his grudge against Thranduil.

"John, is anyone behind us?" Coulson asked.

"Nope, we're still in luck for now, Coulson," John reported.

"It won't be long for those savages," Natasha said. "I can see how cleaver these trackers are."

"Well the bad news is…" Clint paused as he paddled next to Natasha. "…we lost the current. With no current, there's no guarantee we can get as far from them."

"Orcs are very good at tracking anyone's scent," Balin told him about them. "Wherever their prey, they will find them. No matter how far they go."

"Well its good that those Elves provided our assistance in helping us get away," Grant remarked. "But, I know they were wanting to take us back to the dungeons because we escaped."

"It would've been better if we stayed and continued to negotiate with the Elven King," Coulson said. "He would've given us a chance to take us to a safe exit out of their base."

"Their home," May corrected.

"Home, yeah, sorry," Coulson responded, giving an embarrassed look on his face on what he said.

"I think we've outrun the orcs," Bofur stated.

"Don't get ahead of yourself Bofur, the Orcs are good at tracking us and I bet they'll not stop running once they have us in our sight," Grant sighed.

"Well, there's no way I'm getting eaten by those savage bastards," Izzy said. "Besides, I still have my favorite hunting knife that I hid under my wet pants."

"And I lost my batons," Bobbi sighed. "Without them, I'm vulnerable."

"Well we've lost the current," Clint said, noticing the water calming down.

"Make for the shore!" Thorin ordered. "Come on, let's go!"

Without hesitating or wasting time since the enemy would soon arrive to meet them, the S.H.I.E.L.D. team, dwarves, and Bilbo paddle to the riverbank as quick as possible. Getting out of their barrels that they hated riding on during the river chase, they climb out onto a slab of rock jutting out a bit into the river.

"Come on boys, get your asses out of those barrels, we don't have time!" John hastily ordered. "What you want me get a towel for you, no can do son. Move it out!"

"Oh, bloody hell," Fitz groaned. "I think I'm gonna be sick."

"Just a take a breath Fitz," Jemma breathed. "At least maybe..."

Jemma paused when she saw Kili limping on the rocks. She suddenly remembered that the Orc Pack leader Bolg shot him directly in the leg when the young dwarf was trying to pull the liver down as a way to get himself and everyone else out of the Woodland Realm. To her shock, she sees him fall to his knees in pain from the arrow wound in his thigh. Kili quickly binds the wound with a cloth and sees that Bofur looks at him concernedly.

"I'm fine, it's nothing," Kili told him.

"Oh my god, no your not," Skye gasped in shock upon seeing the wound.

"It looks really bad," Jemma said as she came over to check the wound. "Fitz, get something to bind the wound."

"I got a spare cloth," Fitz said.

Clint stops for a moment when he heard something in the trees above the rocks. He began to think that something or someone could be watching him and his team, so he walks away to check it out, arming his bow and arrows that he was able to get back during the escape from the Woodland Realm. Grant Ward stood up and went to investigate with Clint while Coulson looks around and sees that no Orc has been spotted.

"Its only a matter of time before those things find us here," Hill said. "With no enough ammunition, we're screwed."

"Let's not hope that comes to pass, right now we gotta hurry," Coulson said. "We can't stay here."

"On your feet," Thorin ordered.

"Can that wait," Skye responded sharply.

"Kili's wounded," Fili said. "We need something to cure the wound."

"We don't have time for that, right now there's an orc pack on our tail," Thorin said. "We keep moving."

"To where, exactly?" May asked, confused. "We're in the middle of nowhere now."

"No we're not, Agent May, we're really close to the mountain," Bilbo told her. "We're so close."

"Closer is not a good word, why, because we're right next to a lake that lies between us and that mountain," Natasha added. "There's no way we can get across it."

"Aye, she's right, it'll be impossible for us and get there," Balin sighed.

"So why don't we go around," Bilbo thought.

"Bad idea, we go around, the orcs will run us down," Coulson said. "We have no weapons to defend ourselves."

"Or maybe we don't," Dylan said, observing the barrels.

"What do you mean?" Coulson asked.

"We can try and find something that can bind all the barrels together," Dylan decided to provide a plan that could possibly work. "If there is vines, or ropes, we can cross the lake on top of the barrels. It might be the only way for us to get away."

"I don't like that idea, but I think its worth it, but we gotta hurry," Coulson said. "If we don't find any vine or rope, then that's it."

"Either way, we can try set up an ambush for those guys," John decided his risky idea. "If their numbers are low, we can do the element of surprise. Its worth a try, if we're ever to survive."

"Coulson!" Grant called to him and the others. "Coulson!"

"Agent Ward, report," Coulson demanded.

"I found a barge," Grant told him the news. "A big one. And there's plenty of room for us to get across the lake."

Afer Fili, Jemma, Fitz, and Skye binded Kili's leg, Ward leads them towards the barge, which was completely empty. There was confusion as to who it belonged to. Deciding that it was only way for them to get across the lake, they decided to use it. Some of the dwarves and S.H.I.E.L.D. agents decided to take a moment to sit down while the others were getting the barge ready.

Ori kneels by the river to empty his boot that had water inside. Unbeknownst to them, a man sneaks up over the pile of rocks and aims an arrow directly at Ori. As they realize that the man was there, they jump up, and Dwalin, holding a branch, leaps in front of Ori. He raises the branch and begins to charge the man, but the man shoots his arrow and it embeds itself right in the middle of the branch, between Dwalin's hands. Kili raises a rock to throw, but the man shoots the rock out of his hand too. This forced Agents Morse, Hill, Romanoff, and Stiles to take their pistols out and aim directly at the attacker.

"Do it again, and we'll put you down," Molly warned, aiming her gun at the bowman.

"Perhaps, you can say that for you and your friends in stealing something that is not yours to take," the Bowman warned her.

"Steal, is this your barge?" Skye asked.

"And its not allowed to be used without its master," The bowman answered.

Coulson steps out in between Natasha and Bobbi to meet the bowman. "Look, we're really sorry. We didn't know it was yours. We just thought it was abandoned, so we decided to use it to get across the lake. We don't want to be of any trouble to you. So unless if you put the bow down, will talk and we can come with something that might probably change your mind. If you don't, I'll let Agent Barton take you out."

"Who?" The bowman asked, confused.

Without realizing, Clint snuck behind the bowman and aimed his arrow directly close to the head.

"He means me," Clint told him. "Best you do what he says or I'll let it fly and you'll be dead."

The bowman sighed and without hesititating, he lowers the bow and drops it, allowing Agent Morse to restrain him and bring him towards the group.

"Let him go, Agent Morse," Coulson ordered. "So, let's talk."

"Alright, who are you?" The bowman asked calmly.

"Phil Coulson," Coulson introduced. "You?"

"Bard," Bard replied his name. "The Bowman of Esgaroth."

"You patrol here?" Grant asked.

"Some days I do, only if I catch brigands stealing something that its not there's for the taking," Bard told him with a glare.

"Hmm, sweet," Natasha smirked.

"Well, I hate to break for you, bub, but we didn't know it belonged to you," John said.

"Where you from?" Hill asked.

"He's from Lake-town, or should I say the word Esgaroth," Balin said. "Tell me, Mr. Bowman, is this barge available for hire, by any chance?"

"I'm afraid its not available for hire," Bard said, walking towards a barrel and picks it up. Then he carries it over to the barge and places it. "Its only available for me."

"Look, I know you're little annoyed that we tried stealing your barge... by accident, so perhaps maybe, you can help us," Coulson said.

"And what makes you think I would help in the likes of you?" Bard asked him. "Are you brigands?"

"Hmm, hardly," Dylan answered.

"So where you from?" Bard asked.

"I wish we could tell you that, but I'm pretty sure you wouldn't believe what we'll say," John grinned.

"Gondor, Rohan...?" Bard asked that.

"Ah, no, no," Fitz said.

"We're not from any of those places," Jemma said. "We're actually from the United States."

"Jemma," May whispered sharply.

"Where is that?" Bard asked. "East, west, north, or south."

"North," Coulson answered with a grin.

Bard begins loading all the empty barrels into his barge. "Don't know that, but if you know your way around this land, I'm pretty sure you can tell me where to find it. Right now, I must get back to work, otherwise I'll be missed."

"Well its no doubt you have some hungry mouths to feed," Balin smiled, hoping to the Bowman would gain his trust. "How many bairns?"

"A boy and two girls," Bard said.

"And your wife, I'd imagine she's a beauty," Balin added.

Bard, upon hearing that, lamented. "Aye. She was."

Balin's smile fades and saw what he meant by that. "Oh I'm sorry, my deepest condolences. I didn't mean to mention her."

"Oh, come on, come on, enough with the niceties," Dwalin whispering loudly to Thorin.

"Shut up," Skye whispered sharply as she gave him a slap behind the head to the annoyed dwarf.

"What's your hurry?" Bard wondered what their true motives were.

"Kinda a long story," Natasha responded.

"That's not a good answer, what I want to know is, who you people are and what you are doing in these lands," Bard said, wanting to get the exact truth.

"We are simple merchants from the Blue Mountains journeying to see our kin in the Iron Hills," Balin told him a fake story since he or anyone in the company were allowed to speak of their true business in traveling to the Lonely Mountain.

"Simple merchants, you say?" Bard asked, not easily convinced if that was the case. "And what of they? I don't recognized their faces in Lake-Town. They don't look like merchants to me."

"We're with them," Hill answered.

"We're mercenaries," John replied and gave Coulson a grin. "Mercenaries from the north."

"Yep," Coulson nodded with a grin.

"They hired us for safe passage over these dangerous parts," Izzy said. "Lucky for us, we found these three who were lost."

"I'm sorry, 'us'?" Fitz asked, confused what he was meaning.

"We were lost when we were suppose to travel south towards... Rivendell," Jemma added. "We nearly got ourselves eaten by trolls, attacked by goblins in a cave, but if it weren't for these brave mercenaries, we would probably not have survived."

"I see," Bard nodded, starting to buy their fake stories.

"We'll need food, supplies, weapons," Thorin said, wanting to see if the Bowman would be of some help to him and the company. "Can you help us?"

Bard looks at the barrels and examines the various dents and nicks they received during the fight with the orcs. He stared at the company and began to change the subject. "I know where these barrels came from."

"What of it?" Thorin asked, trying to hide the truth.

"I don't know what business you had with the elves, but I don't think it ended well," Bard suspected and felt as if he didn't want to get involved in their business. "No one enters Lake-Town but by leave of the Master."

"Whose the 'Master'?" May asked the bowman.

"Othur Moneybags," Bard answered as he boards his barge and tosses a rope to Balin. "He's the current head of the market town. All his wealth comes from trade with the Woodland Realm. He will see you in irons before risking the wrath of King Thranduil."

"Offer him more," Thorin mouthed to Balin.

"I'll wager there are ways to enter that town unseen," Balin persuaded the bowman to help him and the entire company. "Except the mercenaries."

"Aye. But for that, you will need a smuggler," Bard told him. "And I'm not the man for the job. However, I think there might be a way."

"Oh really, this seems to be interesting," Trip said, sounding unamused.

"The Master is looking to hire mercenaries," Bard said. "And since you say your mercenaries, perhaps you can tell that to the Master's Deputy."

"Then I guess its a deal then, and will pay double for your assistance," Balin smiled.

* * *

For a couple of hours, Bard the Bowman, or Bard the Bargeman which he can be called by others in Esgaroth, had been slowly paddling the company of S.H.I.E.L.D. agents, Dwarves, and Bilbo across the massive lake in his barge. The lake was completely huge, in which Coulson pictured it as Lake Garda, one of the most largest lakes in Northern Italy. Everywhere around the barge was completly foggy and no one, except the bargeman, could even see a thing.

"So what's it like?" Fitz shivered.

"I can't even tell," Skye scoffed. "Can't see a thing."

"Well, that's too bad, cause we have no coats to keep us warm," Fitz sighed as he continued to shiver. "Bloody hell, I feel like my body is starting to become ice now. Thanks for that."

"Yeah, you tell me," Dylan shivered too. "Can't hate it, but when your in a cold environment for so long, its like your body accepts it."

"I wonder what surprise will get once we enter the town unharmed," Grant wondered.

Coulson turns to the Bargeman and asked. "So how big is this town?"

"Its has been as big as it always has for decades since the Firestorm," Bard answered. "Over 11,554 Lake-Folk live in this town. Long ago, Esgaroth was once a rich and beautiful town, filled with music, laughter, celebrations, art, and more."

"And now?" Coulson wondered what else.

"Now its become a ruin... like Dale," Bard sighed.

"If I would say sir, it reminds me of a lake I use to cross when I was a kid," Trip recalled something he did in the past. "My granddaddy took me on adventures before I joined the agency. This lake was covered in fog and looked as if we were heading straight into a ghost town."

Coulson could tell how deeply saddened and depressed Bard was. If it was true on what happened to the town, he had a feeling this would be difficult. That was when Bofur noticed a large stone formation that appeared out of the fog.

"Watch out!" Bofur cried.

In hast, Bard expertly poles the barge between the rock formations, which turn out to be ancient ruins.

"Man, that was close," Jemma sighed.

"What are you trying to do, drown us?" Thorin responded very angrily as he believed that the Bowman was tryign to remove them off the barge.

"You think I'm trying to remove you all off my barge, despite that your paying me for this new job?" Bard asked, ignoring Thorin's outburst. "Perhaps you should know something. My family and I were born and bred on these waters, Master Dwarf. If I wanted to drown you, I would not do it here."

"Hmm, I'm really starting to like that guy already," Clint remarked.

"At least he hasn't double-crossed us yet," Izzy clicked her tongue s she examined her knife if it needs sharpening. "Hmm, cause if he plans to, I'll be glad to plunge my spare knife right up his ass."

"Let's just be cautious on what he plans to do, cause we don't know what we're about to face," May said.

"You know what I'm thinking," Dwalin suggested. "I say we throw that bowman over the side and be done with him."

"Hmm, good idea, then maybe will have a chance to cross over the lake and reach to our destination," John agreed. "But let me be clear to you, consider that we only met the guy a couple of hours ago and none of us trust him, but I suggest we try be nice and do our 'pretty please' type thing."

"I don't care, I just don't like him," Dwalin growled slightly.

"Well we do not have to like him, we simply have to pay him for the job he's doing," Hill said to the dwarv. "Why don't you try and have some honesty?"

Balin counted the coins. "Honesty is what we plan to do, my lady. Hmm, this seems to be perfectly even. I bet 100 of these coins would be perfect."

"I can't believe your actually giving up all your coins for this," Hill whispered to the elder dwarf.

"Once we reach the mountain, none of us will worry about losing money," Balin whispered back to her. Then he turns to the other dwarves, except the S.H.I.E.L.D. agents and Bilbo. "Come on now, lads, turn out your pockets."

Without hesitating, the dwarves begin pulling out their money and valuables to give to the Bowman.

Dwalin walks over to Thorin and whispers to him. "How do we know he won't betray us?"

"We don't," Thorin answered back very quiet, so that the Bowman wouldn't hear him.

Balin continues to count the money, but then he stops and saw that there was something wrong.

"What's wrong?" Hill asked.

"There's, um, just a problem: we're ten coins short," Balin answered. "Does anyone have any spare coins to spare?"

"Sorry, I don't," Bobbi said.

"I'm down, man," Trip said.

Thorin began to notice that the only dwarf in his company that hasn't paid was Glon, and so he turned to him and gave him an order. "Gloin. Come on. Give us what you have."

"Don't look to me," Gloin said, refusing to give up what he has. "I have been bled dry by this venture! And what have I seen for my investment? Naught but misery and grief and..."

Gloin stops talking when he realizes that all the others have slowly stood up and are looking at something in the distance. As the fog thins, they see the Lonely Mountain. They were getting much closer and closer to their exact destination.

"Well, I'll be," John whispered, upon seeing the mountain with his own two eyes.

"Ah, sir," Grant whispered to Coulson, hoping if he hears him.

"Its the Lonely Mountain," Jemma breathed in awe.

"Wouldn't want to see something so spectacular... and lonely," Natasha murmured beside Clint.

"Totally," Clint whispered.

"Bless my beard," Gloin sounded quite surprised upon seeing the kingdom that has long since been gone. He then changed his mind by handing over the last remaining coins to Balin. "Take it. Take all of it."

"I can't even believe it," Skye scoffed in awe with her mouth open. "Its just like..."

"I know it is, Skye," Coulson said to her.

After Gloin hands Balin a sack of coins he had secretly withheld before, Bilbo made a coughing sound and gestures his head toward Bard, who is approaching the dwarves and S.H.I.E.L.D. on their end of the barge.

"Is this enough?" Grant asked.

"Yes," Bard said. "Besides, none of you didn't have to give as much."

"Well, I came out empty-handed," Grant said.

Bard turns to Balin and laid his hand out. "Alright, master dwarf. Now is time for the money to be given."

"We'll pay you when we get our provisions, but not before," Thorin denied the bargeman's request.

"Thorin, don't make this difficult," May sighed in annoyance. "Just pay the man now."

"Look, I suggest you do as she requests as I," Bard agreed and turned to look at everyone onboard his barge. "If you all value your freedom, you'll do as I say, there are guards ahead."

The S.H.I.E.L.D. agents and Dwarves begin to turn around and see the rooftops in the distance. They were getting really close to Esgaroth. Esgaroth was really big town, constructed entirely of wood and stands upon wooden pillars sunk into the bed of the Long Lake. It was situated on the west side of the lake, north of the mouth of the Forest River in a calm bay that was formed by the shelter of a rock promontory. A long wooden bridge connected the town to the land, ending in a building, with guards watching over the entrance.

In the middle of Lake-town the central market-place was located, which was a round pool connected to the lake by a tunnel. The greatest houses of Lake-town were around this market-place, from which ramps descended to the water. The edge of the town was occupied with quays and, again, ramps, which descended to the water. Eventually, Bard's barge finally stopped at a dock just outside the city.

"Wait here," Bard told them. "I would suggest the dwarves remain hidden in the barrels when I return."

"Hold it," Coulson stopped him by grabbing his shoulder. "Your not going alone."

"You don't trust me?" Bard asked.

"I'm sending Ward and Trip with you," Coulson told him. "And May will be backup just incase if things don't go the way we wanted."

"As you wish," Bard agreed.

Coulson turns to Ward and Trip. "Go."

"Yes sir," Ward complied.

"Consider it done," Trip complied.

May walks next to Coulson and cracked her knuckles with a warily glaring face. "If anything happens, I'll be ready to kick his ass and anyone he plans to work with."

"So, does that mean your good with that?" Coulson asked her.

"I'm good," May answered with her glaring face.

* * *

Meanwhile, the dwarves and Bilbo were given the order to hide in the barrels on the barge while Coulson, Fitz, Skye, Jemma, Hill, Bobbi, Izzy, John, Molly, Carolina, Dylan, Nance, and the rest of the S.H.I.E.L.D. agents watch Agents Trip and Ward stand behind the Bowman while talking to a fisherman. Agent May kept watch and made sure that nothing happened.

"Looks good so far," John whispered to Coulson.

"Yep," Coulson whispered.

"Hmm, I really admire them," John remarked and began to explain to him and Bobbi. "I truly do. You know before I recruited Trip, Ward was part of my team. My twin brother Nathan brought him in to the agency. Can't say I blame him, but the kid's got stunt. He's a great guy."

"Its true, but sometimes, I don't think he takes it real serious in following an order," Coulson said.

"Following orders is what we do in S.H.I.E.L.D.," John recalled. "But right now, I feel deeply vexed since we disobeyed a direct order from Fury. Our job was to bring you back, not help a group of hairy mountaineers that have their own job, business, and orders." He turns his face to his friend. "Do you think you grew attached to them duing your day off from work?"

"Hmm, kind of, but I know our job was to head back," Coulson answered. "Its just we tried to figure how, but no luck."

"Well, your luck is already brought up since we came," John chuckled slightly and gave him a slight hit on the shoulder. "Suck it up, Coulson. Very soon, once we reach our destination, we'll reactivate the signal, so that way the Bus will land on our position."

"Make sure its not to close to the mountain," Coulson provided warily. "Cause we don't what will happen if it does."

"Your afraid that it could awaken up that beast," John said, sharing his concern.

"For precaution," Coulson added.

"Hmm, alright," John nodded, agreeing to Coulson's point. "But Coulson, let me tell you this, once we reach the mountain, try and follow orders. It may not be a weakness in getting attached to these dwarves and that little halfling of their's. I care for them too, yeah, but this plan of theirs... its suicide. Most of us in the group see it, Hill sees it, and we don't think we should take that risk. We should just let it go, convince..." He paused and sighed for a moment. "...talk to Thorin."

"I'm not sure he'll listen," Coulson said.

"Well, you better make him listen, cause I don't like this plan," John told him about the suicide mission. "And I'm this close in counting myself out."

"Shh, what's happening out there?" Dwalin whispered next to Bilbo.

Bilbo peers through a hole in his barrel. "He's talking to someone." Then he sees Bard point back at his barrels while talking to the man. "And he's...pointing right at us! Now they're shaking hands."

Thorin looks anxious. "What?"

"I think we're being betrayed!" Dwalin commented angrily on this betrayal. "They're all selling us out!"

All the dwarves in their individual barrels listen anxiously and feel that they were being betrayed by their S.H.I.E.L.D. allies. Before they could do anything to try and get away, they heard a noise above them. When they looked up, a whole load of dead fish pour into the barrels, causing the dwarves and Bilbo to splutter in surprise.

"Its okay guys, there's nothing to worry about," Bobbi grinned, knocking on one of the barrels, and sighed. "Yet."

"Okay, so we cover the dwarves with fish?" Fitz asked. "That's the plan."

"Only plan we could think of, the worse that it is," Molly sounded disgusted by the smell.

"Its pretty good that we don't have to be in the barrels, right?" Jemma chuckled nervously.

"Alright, let's get moving," Grant said.

"We made sure that nothing goes sideways, so we did it," Trip said.

"Nicely done," Coulson congratulated them and turns to stare at the town. "Let's hope that in luck, we might be given a warm welcome."

* * *

As the S.H.I.E.L.D. agents kept themselves quiet and watched the barrels, Bard had slowly been poling his barge toward the main gate of the city. On deck are the all barrels filled with fish, with the dwarves and Bilbo inside as well. The Dwarves, including Thorin, were unhappy by this plan and groaned in terrible disgust.

Bard kicks the barrel closest to him. "Quiet! We're approaching the toll gate."

"Do you want me say anything?" Hill asked.

"No," Bard shook his head. "I got this."

"So do I," Natasha grinned.

"Alright, here we go," Coulson said to the team. "Remember, friendly faces."

"I'll keep my friendly face if I have to," May said.

"If anyone asks what we do here, I'll shut them up," Clint sighed, locking his bow and arrows behind him.

Once the barge makes a complete stop, the Gatekeeper, going by the name Percy, sees his friend Bard arrive with barrels filled with fish. However, he was also surprised to see that he fetched up a group of unknown assailants, who were agents of S.H.I.E.L.D. led by Coulson. Bard then brings him boat up to the gatekeeper's office, and the gatekeeper steps out to see him.

"Nice to see you again, Bard," Percy smiled and began to notice the barrels filled with fish. "Well, it seems you'll impress so many fish-folk in the town. It'll be perfect for our harvest in a couple of days. So is this everything you'll declare for today?"

"Nothing, but that I am cold and tired, and ready for home," Bard said, handing the gatekeeper some papers.

"So far so good," Natasha murmured.

"You and me both," Percy added, since he was also tired and wanted to take the time off from work. He then heads back to his office to examine the papers. Seeing that they match-up, he has them stamped and holds out the ppares to give back to the bargeman. "Here we are. All in order."

"Stop!" A man's voice exclaimed, surpsing Percy and Bard.

Everyrone turns to face a black-haired man, who brought in a handful of guards led by Captain Braga of the Esgaroth Militia. The S.H.I.E.L.D. team described to be very nasty-looking in appearance, and it seemed like he was ready to cause trouble to the Bowman and the Gatekeeper, who were both doing their jobs respectfully.

"I wouldn't be so fast if I were you, Percy," the Black-haired man grinned.

"I can explain, Alfrid," Percy gulped.

"No need," Alfrid said as he snatched the papers and reads them. "So, it seems you might've stepped out today, haven't you Bard." He then looks at the barrels while the S.H.I.E.L.D. team remains silent. Coulson was silent and remained in his calm side with smile on his face as he watched him. Unknown to them, Bobbi slowly reached for her batons and was ready to engage. "Your job was to receive a consignment of empty barrels from the Woodland Realm. Only, there seems to be a slight problem. They're not empty, are they, Bard? Not empty at all." He tossed Bard's papers to the wind and approaches him, with some of Laketown's soldiers behind him. "Now, I'm pretty sure we talked about this. I don't know how long ago, but if I recall correctly, you're licensed as a bargeman, not a fisherman."

He picks up one of the fish from a barrel and holds it up to Bard with a very disappointed face. Skye remained quiet when she saw Bombur's eyes looking up from the gap where the fish had been.

"So, mind if you tell why, you decided to do this job?" Alfrid demanded an answer

"Its a bit of a harsh thing to ask about," Coulson grinned.

"And who might you be, good sir?" Alfrid asked, bringing his attention to him.

"Phil Coulson," Coulson responded his name.

"Then, tell me Mr. Coulson," Alfrid spoke to him as he threw the fish into the water. "Were you part of Bard's plot in bringing fish in barrels?"

"Hmm, yes we were," Coulson grinned. "Doesn't seem to be a problem, right?"

"Oh its a problem," Alfrid chuckled wickedly. "I don't even recall seeing you and these people here before, so unless, I might assume that you all are brigands."

"Hey, who you calling us brigands, brigand?" Trip insulted.

"That's Deputy Lickspittle to you," Alfrid glared.

"Lickspittle, really?" Grant gave a weird look on his face about the Deputy's last name, as if he was willing to make fun of him.

"Lickspittle, indeed, so I might ask Bargeman, who are these people?" Alfrid demanded a full answer.

"Mercenaries," Bard answered.

"Well, that's good to hear," Alfrid nodded. "I'm pretty sure the Master would be pleased, but he will not pleased that you bring in something that is beyond the law."

"That law, whatever you put it, has become nuisance," Bard said, giving him an angry glare. "And its none of your business for you to even think that I would disregard the law."

"Wrong, Bard," Alfrid grinned. "I'm afraid it's the Master's business, which makes it my business."

"Oh come on, Alfrid, have a heart, people need to eat!" Bard exclaimed, trying to convince him to show discretion.

"I'm sorry Bargeman, but these fish are illegal," Alfrid declared. "You cross against the law like that again, and I will find someone else you follows it more than you."

"Not to friendly," Hill whispered next to Molly.

"How rude," Fitz murmured.

"Okay, I don't like this guy," Trip said.

"Alright, let's get this over with, empty the barrels over the side," Alfrid commanded Braga and the soldiers.

"You can't do that," Coulson rejected.

"Orders are orders, Mr. Coulson, unless have a problem with that," Alfrid said.

"Oh we do have a problem," Coulson argued. "The only problem is, is that I don't think you give a dam in caring for your neighbors. Seems to me, you want them to starve."

"Oh, they never starve," Alfrid said. "No one has." He turns to Braga. "Proceed!"

"You heard him, into the canal," Braga ordered his soldiers. "Come on, get a move on."

The soldiers openly comply to Braga and Alfrid's command, and they all begin to tip the barrels over and letting the fish fall into the canal. Worried faces were growing within the S.H.I.E.L.D., and it was only a matter of time before Alfrid, Braga, and the guards discover the dwarves and Bilbo in there.

"Folk in this town are struggling," Bard recalled the past events that had been happening for years since the firestorm. "Times are hard. Food is scarce."

"That's not my problem," Alfrid said. "So unless if you want me to have you removed, I can do that right now."

Agent May was very annoyed and couldn't bare to prevent Alfrid or his friends from discovering the dwarves. She walks over to him and pins him very hard and rapidly.

"Let's try that again," May gave him a really huge threatening glare.

"Hoy!" Braga exclaimed, pulling his sword out.

"I wouldn't do that if I were you," Clint warned and used his thumb to point back at Natasha. "Otherwise, you can answer to her."

"Lady, release me, this instance, or I'll have you and your mercenaries arrested," Alfrid threatened her.

May sighed and without hesitating, she punched him in the stomach. "Try again."

"Try what again?" Alfrid groaned.

"The part where you continue pissing us off is starting to grow in my nerves, so unless if you continue bringing this up about fish being illegal, I can show you what Garret, over here can do to those that annoy him," May warned.

Alfrid believed she was bluffing and asked. "And what would that..."

John walked over and grabbed his tongue, cutting him off. "Let me clear to you. You have no right. You have no way out of this, so unless if you want everyone around here to hear you scream once I tear your tongue out, your going to be nice, your going to tell the guards to stand down, your going to open the gate, and you'll forget that I ever did this to you. Is that clear?"

"MM-hmm," Alfrid mumbled.

John turns to Coulson and asked. "You understand that?"

"No," Coulson answered.

Alfrid nodded his head and raised his hand to speak to Braga and the guards, who were ready to engage. "Stand down!" He took a moment to breath just as the guards followed his orders and stopped what they were doing, as well tipping the barrels over and return to the buildings.

"You know Alfrid, very soon, I don't how long, people will start asking questions around," Bard said. "Once they hear people that the Master has ordered you to dump fish back in the lake, think about what will happen when the rioting starts. Will it be your problem then?"

Alfrid walks away from the barge and stops to turn around to face Bard with a very deep angry face. "Ever the people's champion, eh, Bard? Protector of the common folk? You might have their favor now, bargeman, but it won't last."

"Raise the gate!" Percy commanded two guards at large portcullis blocking the channel.

The two guards complied by raising the gate, allowing Bard to continue moving the barge through

"Your lucky that I don't have to remove you today, but very soon, the Master will do," Alfrid shouts at him. "He has his eye on you; you'd do well to remember. We know where you live."

"It's a small town, Alfrid, perhaps you should know that everyone knows where everyone lives," Bard added.

"A small town," Alfrid mocked quietly without him hearing that and gave a spat.

Upon entering, everyone sees a bird's eye view of the town, which was built in the heart of the lake. Everywhere around was poor and ramshackle. There were also many channels of water throughout the town, through which various boats float. Bard poles his barge down the main channel.

"You know, this place just reminds me of Venice," Jemma stared in awe.

* * *

Meanwhile, after Bard had been bringing the S.H.I.E.L.D. team, and secret the dwarves and Bilbo into the town, Alfrid traveled back to the Master's mansion to bring in some important news. He hoped that the Master was in a better mood since he too saw that certain uprisings had been going on. He walks up the stairs and walks inside the Master's bedchamber. The Master has just woken up and is standing in his nightgown while Alfrid empty had been busy throwing the Master's chamberpot out a window.

"All this talk of civil unrest," Alfrid spat, looking down upon the town. "Someone's been stirring the pot, sire."

"Gah! Auh!" Othur groans and moans as he stumbles about, then sits down, rubbing his knees.

"Gout playing up, sire?" Alfrid wondered if that was issue that caused hi mto collapse.

"No, Alfrid, it's the damp," Othur said. "It's the only possible explanation. Now get me a brandy."

"As you wish, sire," Alfrid complied. "You know I should tell everything what happened today. You may not like it."

"Smh, there's always a lot of news that I displease about," Othur scoffed. "Well come out with it!"

"The mood of the people, sire, it's turning ugly," Alfrid informed.

"Its becoming a disaster, Alfrid," Othur stated. "They may be commoners in our society, but now I see that some seek to remove the authority my father made for this town many years ago. What am I to blame about? It's not my fault that we... and they live in a place that stinks of fish oil and tar. Jobs, shelter, food, that's all they ever bleat about. And what is worse, winter is coming. That season is a worthess sign of disaster."

While the Master had been talking, Alfrid took a sip of the brandy and then walks over to hand it over to him. The Master was relieved glass of brandy, and he drinks it all in one shot.

"If we keep ignoring this sire, then I fear that troublesome folk will try to do anything to remove you out of power," Alfrid said. "But in my belief, my spies and I already know a list of troublemakers."

"Well, that's good news, Alfrid," Othur gulped. "Hmm, very good."

After the Master finished getting dressed, he walks down the steps and makes his way to his study with Alfrid at his side.

"Has the list been written?" Othur asked.

"Indeed, every list of conspirators that seek to stand against your authority," Alfrid answered with the news.

"Good, so with the list in hand, we fill find these worthless scoundrels and arrest them," Othur proposed. "Put them in prison or in a labor camp as punishment for their crimes against Lake-Town."

"My thoughts exactly, sire," Alfrid agreed to the master's plan. "I'll make sure to send messages to any mercenary that could be up to the task."

"Well, try and make it snappy, Alfrid, who knows what's happening outside right now," Othur ordered him as he arrives at his desk, sits down on his comfortable chair, and pours another glass of brandy. "These conspirators might be planning something on us. Who knows?" He sighed in frustration. "All this talk of change must be suppressed. I can't afford to let them rebel, band together and start making noises to our fellow citizens. The next thing you know, they'll start asking questions, forming committees... or launching inquiries."

"Out with the old, in with the new," Alfrid utilized a phrase.

"What'a you talking about?" Othur asked, confused on what he meant by that.

"That's what they've been saying, sire," Alfrid went on. "There is even talk of an election."

"An election!?" Othur sounded shocked and annoyed of hearing this, and let out a scoff. "Now you gone and done it. This is absurd. I would they even think of arranging an election. I will won't stand for this kind of rift raft any longer."

"I don't think they'd ask you to stand, sire," Alfrid spoke softly.

The Master walks outside as he opens the glass doors and walks out onto his balcony, looking over Esgaroth. He looks around and mutters to himself. "Shirkers. Ingrates. Rabble-rousers. Who would have the nerve to question my authority? Who would dare? Who..." He paused for a moment and began to realize something that he didn't share with his deputy. "Of course. If these conspirators are doing this, they might have a leader in their presence. And I think I know who that leader might be... Bard. It has to be that trouble-making bargeman. He's behind all this. No one else would have the..."

"Bollocks, sire," Alfrid said, interrupting the master's thought of statement. Othur turns around and saw that Alfrid appeared behind him with a plate of food in his hand. "Your lunch. Ram and goat covered in a lovely little mushroom gravy."

Minutes later, Othur takes the plate back into his office and sits himself down to eat his lunch. While Alfrid had bee devising a plan to deal with Bard, the master eat like a pig, in which he sucked on the ram and goat pieces.

"I understand that Bard has become a problem to us," Alfrid told him about the bargeman and thought in bitterness on what he could plan. "So in my ideal, sire, we'd arrest him and his conspirators. When that's done, everything goes back to the way it is."

"Not unless if someone else might try and take his place," Othur believed.

"Hmm, maybe true, sire," Alfrid nodded in agreement as he walked through the hall without looking at the master. "Even though, I do see Bard to be somewhat of a leader." He turns around to face him directly. "He has the favor of the people. Someone they could truly admire." He then walks back to the slurring master. "Modest... intelligent... handsome... and athletic."

"Yes, your quite right, Alfrid," Othur reflected on how he could try to arrest Bard while he ate. "Hmm, he's clearly a fool. Thinking he could prove himself to be superior than me. However, I don't see it as a crime." That was when he stopped eating for a moment. he turned his unsatisfied face into a smirking face as a sign that he had an idea on how he could overshadow his enemy. "I wonder, Alfrid, do you think there is... an ancient law?"

"And ancient law, sire?" Alfrid asked, puzzled.

"A law that might exist that forbids the bargeman from asking questions," Othur grinned. "Do you think such a venerable statute might exist?"

"Oh most certainly sire," Alfrid smiled as he walks down the hall. "I'll right one immediately."

"Excellent," Othur chuckled. "Let's see if we can arrange some mercenaries or spies to take care of the job."

"Hmm, well there's something I wanted to tell you right now, sire," Alfrid brought up. "Just a couple of hours ago, Bard brought in barrels filled with fish. Illegal fish."

"Always going up against the law," Othur sighed. "Hmm, unfortunate."

"Not just fish, but he brought in a group of mercenaries," Alfrid explained. "Men and women alike."

"Interesting, perhaps they'll be the perfect tools to take care of the problem," Othur suggested.

"I wouldn't advise it," Alfrid warned. "I don't think they're on our side. A deadly balck-haired woman pinned me. And another grabbed my tongue and threatened to rip it out if I order my men to stop tossing the fish aside."

"Then they're probably working for Bard then," Othur stated. "It seems he's chosen the wrong people to tangle with."

* * *

Meanwhile, Bard docks his barge somewhere in the town. After looking around, Coulson gave the others a nod. They knock over one of the barrels, and a dwarf falls out along with a pile of fish. They continue knocking over barrels. Bard walks over to reach for Dwalin's barrel, but Dwalin pokes his head up through the fish.

"Get your hands off me," Dwalin growled.

"Calm down Dwalin, he was trying to help," Skye sighed in ignorance and murmured. "Dwarves."

"Be happy that he was trying to help you guys before you were nearly exposed," Grant added.

"You better think of something before that Dock Keeper tells his buddies what he saw today," John said, pointing at the dock keeper who looks on shock when he saw the remaining dwarves and Bilbo struggle out of their barrels.

Bard approaches him and slips him a coin. "You didn't see them, they were never here. The fish you can have for nothing." Then he turns to the whole group. "Follow me and stay close."

"I could've had Carolina to knock him out," Molly sighed.

Feeling uncomfortable in doing this, Bard continued to lead the S.H.I.E.L.D. team, the Dwarves, and Bilbo into the town. He made sure that the coast was clear as they followed him.

"Keep your heads down and keep moving," Hill ordered.

"Let's just hope we try to avoid any suspicion," Coulson said.

"I hope so," Trip said, looking around the whole town. "Man, get a look of this."

"Keep walking Trip, you don't wanna get into a big mess," John said.

As they went through the town, everyone in the company saw that there a lot of stores made out of wood. People were everywhere in the market. Dozens of merchants had been selling a lot various items.

"Well, this market doesn't seem to admire us," Bobbi commented quietly.

"Really don't like this," Dylan said, noticing suspicious characters staring at him and the others.

"Guess these people are doing whatever it takes to survive here," May said.

"So what is this place that we're at?" Skye asked Thorin while following the bowman.

"This, Lady Skye, is a place that was once will with great beauty and music," Thorin said, telling her a time he was here. "Its become a ruin now, but with enough gold, I can use my grandfather's wealth to rebuild everything that was lost to us."

"Yeah, figures," Skye nodded and sighed altogether. "Thorin, your a great guy. I truly admire how much you care about these people. But don't you think its time to reveal yourself to everyone around here instead of being in a quick hast in wanting to get to that mountain tomorrow. What if they know about you?"

"Trust me, they do," Thorin answered.

While the company continued to follow Bard across the crowded market, a lot of people began to focus their eyes on the group, wondering who they are and where they came from, but that was when a few noticed a group of dwarves and hobbit with them. Now, there were whispers, and Thorin could tell that word was going to spread that the Mountain King is returning home. Before they could go any further, a Lake-Town guard had been going on patrol on his own until he spotted the group.

"Eyes open guys, he might be trying to lead into a trap," Clint assumed if Bard was foolish to do something rational.

"Halt!" The guard called out to them.

"Ah, I spoke too soon," Clint sighed.

"Ah crap," Coulson murmured.

"Oh dear," Jemma nervously panicked.

"We've been comprised!" Fitz cried as he ran. "Every man for himself!"

"Fitz!" Grant exclaimed, trying to get to him until the guard that spotted them grabbed Ward. Ward fought back and gave the guard a huge punch in the face, knocking him out in front of the shocking crowd.

"Come on move!" Hill ordered.

"Jemma, this way!" Coulson pulled her.

Suddenly, another guard came out of the corner and noticed what was happening. He turned to see Hill running towards him and blocked her escape.

"In the name of the master of Lake-Town, I order you to halt!" The second guard approached her.

"Yeah, I don't think so," Hill refused and punched him.

This act attracted more guards that appeared out of a small bar and ran out to meet the company. The dwarves quickly hide in different spots just as Bobbi, May, Molly, Carolina, and Izzy team up and walk right over to the guards to fight them. Two guards appeared from behind them, and Bobbi turns around to face them. She then uses the batons against the two guards with her taking them on as May, Molly, Carolina, and Izzy fight off the group themselves, punching and kicking them while the other watched in amazement.

After a few moments, with a lot of cool moves, Agent Morse was able to take out both guards with her batons. A number of people were stunned how she did that. Seconds pass, Bobbi turns around to see May, Molly, Izzy, and Carolina finishing off the guards. May grabbed hold of one of the spears and used it to knock out one of the guards. One guard ran over to Molly, but she raised her fist next to her head and knocked the guard out. Carolina tackles a guard and punches him twice, knocking him out.

A door flies open and a guard comes out to attack Fitz. That was when Natasha jumped in front and fights the guard. That was when more guards were coming out of the corner and Natasha fights them off the other guards all by herself. Clint joins the fray, and without using his weapon, he fights off three guards off by kicking and punching them one by one. One guard swung his sword at him, but Clint avoided his strikes and grabbed hold of his hands. Then, he lands a headbutt, knocking the guard down.

"Yeah, you better lay down," Clint said.

Molly, May, Bobbi, Izzy, and Carolina look around and saw no more guards coming about. Every townsfolk that witnessed them fight were impressed by their skills.

"So much for the welcome wagon," Molly sighed. "Hope we haven't attracted anymore attention."

"I think we have," May said, noticing the townspeople staring at them.

"Hey, we got more guards coming," Bobbi informed.

"We need to hide them," May ordered. "Now."

The whole group quickly began to hide the unconscious guards in different spots with the help of several townsfolk that were loyal to Bard. It wouldn't be long when Braga and a small batallion of guards came to investigate what was happening.

"What's going on here?" Braga asked in a very suspicious way and walks around to look around to see what the townspeople were doing. "Stay where you are. Nobody leaves."

Braga goes on to inspect what the problem was. He knew that he heard the sound of fighting, something that alarmed the S.H.I.E.L.D. team and the dwarves which forced them all to scatter closely and hide with the help of the townsfolk that chose not to expose them.

"I wonder why no one here is exposing us?" Dylan wondered in confusion.

"Yeah, but that's good, I think we owe them our trust," Coulson indicated. "Or maybe someone."

Bard overheard their conversation and already knew that every townsfolk within Esgaroth Market were truly loyal to Bard rather than the Master, who they already viewed him to be corrupt, abusive, and greedy. Under Bard's orders, every folk in the town kept quiet and made sure that they keep the Dwarves and S.H.I.E.L.D. agents hidden without Braga and his guards from noticing. As Braga was getting closer to where Thorin and the Dwarves were hiding, Bard saw that they were prepared to strike at them if they were caught. In order to prevent that from happening, Bard took this moment to walk over to the guards, pretending as he was walking into the market.

"Braga!" Bard responded in a relaxing manner.

"You, what are you up to Bard?" Braga asked, viciously staring at him with suspicion as he had something to do with this.

Bard wasn't hesitant and did everything he could to keep himself out of trouble. "There's haven't been up to anything Braga."

As Bard kept Braga and his guards distracted and hopes that they would leave without any further incident, one guard woke up and was about to yell out a warning until Ward placed his arm around the guard's throat in a sleeper hold. The guard tries to fight him off, but with Fitz's help, Ward had the upper hand. The guard goes limp as Ward quietly placed him to the wooden floor.

"Nicely done, Fitz," Grant whispered in remark for Fitz's assistance.

"Don't mention that," Fitz whispered back, waving his hand.

A saleswoman, who had been busy watering the plants and witnessed everything that happened, was also highly loyal to Bard and made sure that nothing happened to keep her friend from being exposed, threatened, or arrested. She peered her eyes down to notice a guard slowly gaining conscious. She quickly drops a plant onto the guard's head, knocking him out again.

Upon hearing the sound, Braga knew that there was something happening and so he pushed Bard out of the way with his guards following him. He had a look around and saw that there was nothing, only seeing the workers doing their job. While unaware, he didn't realize that the townsfolk were hiding all the unconscious guards. Braga had a hunch that something happened, but was deeply distraught that no one said a word or even revealed what it was.

Bard decided to play nice with Braga signaled a dresser to pass him a nice looking dress. "Hey Braga, your wife would lovely in this."

Braga stromed towards Bard and furiously asked in suspicion. "What do you know of my wife?"

"Its a small town Braga, I know her as well as any man in this town," Bard answered, giving him a point to him how everyone in Esgaroth knows each other.

Braga snatched the dress from Bard's hand and walked off with the guards, deciding to forget all this and considered it nonsense. However, he wasn't finished with Bard. After all the guards were had left, Coulson signaled the others to regroup.

"That was close," Fitz sighed in relief.

"At least we weren't exposed, otherwise we would be screwed," Natasha said.

"Yeah, you and me both Agent Romanoff," Coulson said. "I guess these people here have a rebellious side."

"They're loyal to me, not the master," Bard told him. "And I signaled them incase if trouble passed your way. Suspicious?"

"Hardly," Natasha smirked.

"Thank you for helping us," Bobbi expressed her gratitude to the Bargeman.

"Alright, let's move," Bard insisted. "We don't stay here this long, otherwise it'll extract more attention."

* * *

Bard led the two groups they through the town, keeping themselves hidden and check in every direction for any guards that were wondering by. Coulson and Hill knew this would be very difficult if they were ever caught by the Master's lackeys.

"I hope we get caught any more guards that walk this way," Hill doubted.

"Not many guards come this way," Bard added and stopped when he someone approaching. In relief, he saw that it was his son Bain. "Bain."

"Da! Our house, it's being watched again," Bain told him the news in alarm.

"Watched by who?" Skye asked, filled with concern.

"Spies," Bard sighed in ignorance. "Spies working for the Master. Its getting worse out there every day. The Master suspects that there are many conspirators around the town, plotting to remove him out of power, so he hires spies... and mercenaries."

"Is there some place where we can truly hide rather than your house?" Thorin wondered.

"I'm afraid not, Master Dwarf," Bard answered. "If you want to hide in the stables, be my guess."

"I'll pass that," Dwalin growled, declining.

"Then how in the world are we gonna get to your house with all these spies, brigands, and mercernaries lurking about?" Jemma asked.

Bard turns to Coulson and tells him. "I have a plan."

"Better be a good plan," Coulson said.

While the dwarves and Bilbo remained out of sight, Bard and his son led the S.H.I.E.L.D. team to their house. As they walk, they were out in the open and had a hunch they were being watched by a number of spies a fisherman in a boat sees them and drops his eyepatch over one eye, then knocks with his staff on a wall nearby. Upon this signal, two boys run from the wall, and one knocks over a contraption which causes a hammer to hit a bell. At this signal, another man lights a match to light his pipe. He turns and looks at two men in a fishing boat right next to Bard's house, and they nod and switch their poles to the opposite sides of the boat than before. They do this just as Bard and Bain get the agents to their house and enter through the door.

"You know Bard, I really must thank you for everything to did in bringing us to Esgaroth," Coulson thanked him, hoping that the spies would buy his story.

"You're most welcome," Bard said.

"Hopefully, we would like to seek an audience with the Master," John requested. "We mercenaries want to get this job on the road if whatever he's hiring for. Besides, I'm a bit of a sweet talker when I need to be. You wouldn't believe what I could this son of a gun into."

"John's willing to take the pay load the most," May grinned.

"Excellent, I'll make sure that happens," Bard accepted their request and turns down to stare two fishermen, who were spies to the master. He was pretty sure that they would soon report this to the master. In hoping to keep himself out of trouble, he tosses an apple to one of the fisherman. "You can tell the Master that I'm done for the day and these mercenaries seek an audience with him."

"Is it true that you plan to seek an audience?" Skye whispered to them.

"Of course not," Coulson whispered back. "Now try and blend in. Will be out of here shortly."

The house was a very big inside and there was plenty of room for guests that would come to attend a party. Inside the house, Bard sees his two beloved daughter,s Sigrid and Tilda. Sigrid was the second eldest child of the family. She had brown hair and fair skin, and was considered to be much more responsible in taking care of the house. Tilda was the youngest child of the family and enjoyed playing with her doll.

"Da! Where have you been?" Tilda worriedly greeted her father as if something terrible had happened.

"Father! There you are. I was worried," Sigrid responded in proud belief.

Tilda noticed the S.H.I.E.L.D. agents enter the house and wondered. "Dad, who are these people?"

"Don't be alarmed kid, we're his new friends," John smiled and gave her a wink.

"They're mercenaries that seek an audience with the Master of Esgaroth," Bard

"They don't look like mercenaries to me," Tilda said.

May really had a gentle side with kids and smiled at her. "What's your name?"

"Tilda," Tilda introduced. "You?"

"Melinda," May said. "But you can call me 'May'."

Bard then hands his bag to Sigrid. "Here's something to eat." He turns to Bain to give him the order. "Bain, get them in."

"Right," Bain complied and ran down the stairs.

"Get who in?" Sigrid asked, concerned.

As Bard looks out a window, Bain goes down some steps to the lower floor of the house, which is open to the water. After looking around, he knocks on the wall near the toilet three times. Dwalin's head appears through the toilet, which is open to the water below.

"If you speak of this to anyone, I'll rip your arms off," Dwalin growled, raising the seat and geins to pull himself and begins to pull himself out of the toilet. Bain reaches out to help him, but Dwalin slaps his hand away. "Get off."

Bain pointed up the stairs. "Up there."

Without even looking at him, Dwalin angrily goes up first. Bilbo was the second to come out and felt deeply flabbergasted since he had to come out of a toilet. He pokes his head up through the toilet just as Bain helps him out, which the young hobbit proudly allowed. Thorin was the third to come out and allowed Bain to help him out. The rest of the dwarves follow and head upstairs.

"Did they just come out of the..." Jemma covered her mouth and looked disgusted by this.

"I think I'm going to be really sick," Fitz said.

"Da... why are there dwarves climbing out of our toilet?" Sigrid asked, confused why she was seeing this.

"Will they bring us luck?" Tilda asked in excitement.

"I wouldn't count on that kid," Grant grinned, sitting himself down.

Nori emerges from the toilet with some leaves stuck to his hair and flicks them off. The dwarves were shivering when they swam through the cold water. The dwarves are wrapped in blankets, and their wet things have been laid in front of the fire to dry.

"Sorry guys, it was only thing we had to do, but I assure you, this was not my idea," Skye admitted.

"No need to apologize," Bilbo shivered, waving his hand as a sign that he didn't mind.

"At least, we're all in, all cozy, now we just think of our next move," Bobbi said.

"Which is what exactly?" Trip wondered, sounding a bit annoyed. "We don't even have a plan in mind."

"Trip, give it a rest son," John ordered.

"Yes, sir," Trip complied. "Sorry sir."

"Is there anything to drink around here?" Izzy wondered, examining the wooden cabinets.

Clint was examining one of his arrows just as Natasha gave him a warm mug of water. "Ah, thanks."

"Enjoying your adventure?" Natasha asked.

"Nah," Clint scoffed with a bit of laughter. "Last time I had an adventure was with my girl."

"How fun was it?" Natasha wondered.

"Not as fun as it seemed," Clint replied. "Guess it was too late to turn back from that."

"Hmm, well I guess you hated too much then," Natasha chuckled slightly.

"100%, Natasha," Clint added.

Natasha sits herself down and sighs. "Guess my adventure on this alien world turned out to be different."

Bilbo began to notice a mark on Natasha's neck. "What mark is that?"

"Ah, you shouldn't ask her that," Clint tells him.

"Sorry, I-I was just curious," Bilbo responded anxiously.

"Its the mark of the Red Room," Natasha explained to him softly. "Its where I was trained, where I was raised in my country, um, they have a graduation ceremony. They sterilize you. It's efficient. One less thing to worry about. The one thing that might matter more than a mission. Makes everything easier, even killing."

"That's... terrible," Bilbo gulped.

"I warned you not ask her that," Clint chuckled a bit.

Elsewhere across the room, Hill walked over to Thorin, who had been looking outside a window and sees a wooden tower not to far away from Bard's house. Atop the tower was a windlass, a giant cross-bow type weapon with four arms.

"What's wrong?" Hill wondered.

Thorin looks at it in shock. "A Dwarvish Wind-Lance."

"You look like you've seen a ghost," Hill wondered if that was the case.

"He ha," Balin joined them, answering her question and began to explain the story about the Wind-Lance. "The last time we saw such a weapon, a city was on fire. It was the day the dragon came. The day that Smaug destroyed Dale. Girion, the Lord of the city, rallied his bowman to fire upon the beast. But a dragon's hide is tough, tougher than the strongest armor. Only a black arrow, fired from a wind-lance, could have pierced the dragon's hide, and few of those arrows were ever made. His store was running low when Girion made his last stand. He refused to back down. The only he wanted to kill the beast, preventing him from causing anymore death destruction. We call it the tragedy of Girion. Many people have never forgotten his name or what he did. He bought enough time for his children to escape the drastic firestorm that Smaug unleashed. Those that survived, ended up here in Lake Town."

"If the aim of Men would've been true that day, much would have been different," Thorin quietly lamented with bitterness since he wished that Smaug hadn't taken Erebor and the dragon would've been dead already.

"I see," Hill nodded, finally getting the picture of what the dwarves meant.

"You speak as if you were there," Bard said, overhearing the conversation.

"All dwarves know the tale," Thorin said. "Our father passed their stories down to us."

"These stories pass to every dwarf in the corner of Middle-Earth," Balin said. "None of us have ever forgotten such a terrible tragedy."

"Then you would know that Girion hit the dragon," Bain strongly commented on what he heard as well. "He loosened a scale under the left wing. One more shot and he would have killed the beast."

"Ha ha ha! That's a fairy story, lad," Dwalin laughed. "Nothing more."

"Wait, you need to rewind that," John said, overhearing it too. "You're saying that he loosened a scale."

"If that's true, then it could've worked if the dragon was killed," Coulson said.

Thorin strides up to Bard. "You took our money. Now, fulfill your word. Do you have the weapons that we requested?"

"Wait here," Bard said. "But I must tell you, I don't know if these weapons might suit you."

"I'll be the judge of that," Thorin replied.

"So what weapons are we planning to collect?" Clint asked.

Bard goes down the stairs to the lower part of the house. After looking around to make sure no one is watching, he pulls on a rope hanging off a small boat and pulls up a wrapped package that had been hidden underwater. While Bard had been doing his part in getting the weapons, Skye, Jemma, Fitz, Thorin, Balin, Fili, and Kili gathered together in a corner.

"Okay, so once you get your weapons, what's the plan?" Skye asked, quietly.

"We need to find a boat to get across the lake," Thorin said. "We do that tonight."

"Do you think there's time?" Jemma asked. "Cause I feel ashamed that we have to go on stealing which is not in my career."

"We're only stealing to survive," Kili said. "But I get your point, I accept you feeling, Lady Jemma."

"Okay, so, let me get this in the line here, so tomorrow begins the last days of autumn right?" Fitz wondered if he got it all in his head.

"Yes, and Durin's Day falls morn after next," Balin said. "We must reach the mountain before then."

"And if we do not?" Skye asked. "If we fail to find the hidden door before that time?"

"Then this quest has been for nothing," Fili sighed.

Bard returns and lays the package on the table as everyone stands and gathers around the table to have a look at the weapons Thorin asked for. Once the bargeman loosens the wrappings, it reveals a couple of hand-made weapons. The dwarves look at them in shock, then pick up the weapons and look at them in disgust.

"What is this?" Thorin asked, sounding scorned.

"Pike-hook," Bard described the weapon the dwarf king was holding. "Made from an old harpoon."

"And this?" Kili asked about the weapon he held.

"A crowbill, we call it, fashioned from a smithy's hammer," Bard explained about the weapon. "It's heavy in hand, I grant, but in defense of your life, I hope these will serve you better than none."

"We paid you for weapons," Gloin raised his voice, not sounding amused by this and dismissed the weapon he carried. "Iron-forged swords and axes!"

"It's a joke!" Bofur angrily agreed and threw his weapon back on the table in disrespect.

After that, the other dwarves quickly did the same thing that Bofur did without even thanking the bargeman.

"You know guys, I really like you in a way, but the way you do this, it annoys me," Grant said, not sounding pleased by this.

"You guys could;ve said thank you," Skye said.

"You won't find better outside the city armory," Bard explained to them. "All iron-forged weapons are held there under lock and key."

"How much?" Molly asked.

"Too much," Bard answered.

"Thorin, why don't you just take what's been offered?" Coulson argued. "I get your a little annoyed that these weapons are not suited for you, but this all he has."

"You know what, maybe we should go," Grant suggested.

Bard had been hearing the mention of the name Thorin, as if the name sounded familiar to him. "You can't leave, not yet."

"What did you say!?" Dwalin angrily demanded when he heard that.

"Haven't you forgotten, there are spies watching this house, and probably every dock and wharf in the town," May said.

"I understand yo uall have to leave and be gone with your important business, but I suggest you wait till nightfall," Bard decided.

"Which is a good idea of course," Skye agreed.

"Ah, we don't have time to wait, we can't sit around," Thorin concluded.

"We're waiting for the exact time to leave, have patience," Bobbi encouraged him to wait. "We're not staying here as prisoners. So just take a deep breath and let it all out."

Hearing this, the dwarfs begin to settle down. Jemma decided to check on Kili, who was leaning on a pole, looks like he's in pain and he slowly slides down the pole and sits on a couch. Wincing, he examines the bandage on his leg while making sure no one was looking.

"Are you okay?" Jemma asked.

"I'm... fine," Kili answered, trying to hide the truth. "There's nothing wrong."

"Look, maybe you need to lie down and rest," Jemma insisted. "I just want to help."

"I know, and thank you," Kili appreciated her assistance. "But I want to be there when my uncle opens that door. I don't want to miss it."

"Of course you don't," Jemma smiled. "Now rest."

While everyone was still inside, Bard had been standing on his porch. He knew the name 'Thorin' meant something. This was something that he heard about before. he talks to himself, trying to recall where he'd heard the name 'Thorin' before.]

"Thorin…" Bard whispered to himself, trying to recall where he'd heard the name before.

With a sudden shock of understanding, he whirls around and looks at the Lonely Mountain in the distance. The door opens, and Bain sticks his head out.

"Da?" Bain wondered what was going on.

"Don't let them leave," Bard ordered.

"Which ones?" Bain asked.

"All of them," Bard answered and then he hurries down the steps and into the town.

Bard had been running around the town for several minutes. He looks around and finds the tapestry store where the storekeeper had been busy making tapestries. runs into a shop, and the storekeeper greets him.]

"Hello, Bard," The Storekeeper greeted him with respect. "What're you after?"

Bard begins looking through a pile of tapestries. "There was a tapestry, an old one; where's it gone?"

"What tapestry you talking about?" The Storekeeper wondered in confusion since Bard wasn't specific.

"This one," Bard answered, picking up a tapestry and unrolls it on a table. He slowly examines it and reads the list of names of members that were all aligned with the Line of Durin sewn in it. Bard traces through the lineage on the tapestry and finds the last entry, Thorin. He looks up, thinking deeply, and talks to himself. "The prophecy... prophecy."

 _The lord of silver fountains,_

 _The king of carven stone,_

 _The king beneath the mountain shall come into his own,_

 _And the bells shall ring in gladness at the mountain king's return,_

 _But all shall fail in sadness and the lake will shine and burn._

Bard runs quickly to his house; the setting sun causes the lake to glow orange as he recites the last line of the prophecy. As he was running back to his home, he didn't realize that number of his followers were speaking about the dwarves they saw recently a couple of hours ago and spread it around to the other townsfolk, who were curious.

One woman named Hilda, whose name was Hilda, had beeen a loyal and faithful follower to Bard, and considered him as a true leader than the Master of Esgaroth.

"There were dwarves, I tell you," Hilda told a couple of townsfolk on what she saw today. "Appeared out of nowhere. Full beards, fierce eyes; I've never seen the like."

"What are dwarves doing in these parts?" A fellow fisherman asked. "its been a long time since we ever crossed paths with them."

"It's the prophecy." An elderly fisherman said. "The prophecy of Durin's folk. No one has ever forgotten the tales of the prophecy. Some of us in Lake Town believe that this prophecy is meant to come true. If these dwarves are part of the line of Durin and seek to reclaim the kingdom underneath the mountain, a new era of peace would begin. Esgaroth will evolve, Dale rebuilt, and every plant that was burned down, will regrow."

"That sounds like a fairy tale to me," The fisherman stated.

"Believe if you don't, the prophecy will come to pass," The elderly fisherman said.

In different parts of the town, word was spreading around quickly as all of Bard's followers passed the word out to those who were interested. people of Laketown are beginning to talk about the dwarves now as the word spreads.]

"The old tales will come true," A fellow citizen said.

"Vast halls of treasure!" A woman sounded excited.

"Silver and gold and jewels beyond measure," A young woman said. "Can it really be true? Has the lord of silver fountains returned?"

* * *

Back at Bard's house, Coulson and his team were hanging about and didn't even say anything. They waited until nightfall was about to come.

"Its been quiet," Grant said.

"Say where the dwarves?" Dylan asked.

"Down stairs having a meeting of their so-called plan," Molly said.

"Do you think one of us should go down and check on them?" May asked.

Coulson turns to Skye. "Skye."

"Right on it," Skye complied.

Skye walks down the stairs to check on the dwarves. When she is down, she was shocked to see that they were all gone.

"Oh no," Skye breathed in shock.

Back upstairs, Coulson and the other agents had a talk and were arguing on what was next.

"So where do we place the signal?" Hill asked.

"Thorin mentioned there was a ruined city that borders a couple of miles near the entrance to Erebor," Coulson reminded. "If we place it there, we should try not to make it as loud as possible."

"Then we get picked up, and get the hell out of this joint," John said. "No more waiting, we go home."

Skye rushes up in alarm. "They're gone!"

"What?!" Coulson snapped.

"They ditched us!" Skye exclaimed.

"Oh my god, that can't be good," Jemma whispered in horror.

"Great," Grant sighed in ignorance.

"This is the reason why one of us should've watched them!" May exclaimed.

"Hey, c'mon Agent May, you can't blame any of us for this, none of us knew our friend would do something rash," Dylan argued.

"Hmm, seems Agent May was right, they are stubborn," Hill said to Coulson.

"Too stubborn," Coulson added with a slight grin and disappointment in his face.

"Well what do we do now?" Bobbi asked.

"W-We gotta find them," Fitz started to panic.

"You can't leave, dad will be home soon," Bain rejected.

"Tell your dad, we're leaving now, we're gonna find our lost companions," Coulson said. "Goodness knows what?"

"Well, let's just hope they don't get caught," Izzy said.

"Alright, Agent Ward, Agent Trip, Agent Barton, Agent Hartley... lead the way," Coulson ordered.

"Got it, sir," Izzy complied.

"Sir, yes, sir," Clint complied.

"Right behind you," Grant complied also.

"Let's hope they didn't paddle away," Trip sighed.

The S.H.I.E.L.D. agents follow Ward, Trip, and Izzy down the steps from Bard's house immediately. When they prepare to begin the search, they come across a rgoup of guards led by Braga.

"Hello again," Grant smiled.

"How's it going boys?" Natasha grinned.

"Where you off to?" Braga coldly demanded.

"No where man, now can you please step aside and let us be doing our own business?" Clint asked, giving them a threatening look on his face and was ready to fight them.

"The Master of Lake Town wishes to have an audience with you all," Braga said.

"I'm pretty sure, but is it alright if that can wait for a bit?" Coulson asked. "We just want to wander through town, get something to eat."

"The Master will help you with that, but he demands your prescence, now," Braga insisted in a very threatening tone.

"Is there any way we can make you change your mind," Hill stepped in to speak and smiled.

"Fine, if the Master requests us, we won't do anything rash," Coulson promised. "You have our word."

"Follow me," Braga ordered.

Without even hesitating, Coulson and the other agents follow Braga and the guards.

"We could've knocked them out," Izzy whispered.

"I wish that too, but we can't," Coulson whispered back. "If we did, they would think us as enemies and excuse Bard for being responsible. He's helped us along the way and we don't want to put him and his family in danger. For now, we're on our own."

May turns to Skye, Fitz, and Jemma, and whispers. "You three, find Thorin, Bilbo, and the others."

"What if they'd left already?" Skye stated quietly.

"They haven't," May answered quietly. "It would take a while for them to come up with a plan to escape. Now find them."

* * *

Bard burst into his house and finds no dwarves remaining. His son comes up to him.

"Da! I tried to stop them," Bain admitted. "I'm sorry."

"How long have they been gone!?" Bard demanded.

* * *

As nightfall finally arrived, people continue to chatter around throughout the night at Esgaroth. At Master's mansion, Alfrid had recently been spying around and listened along. He just returned to the master's mansion to give him the news.

"As I was saying, there were talks of a prophecy," Alfrid said, standing at the balcony.

"Prophecy?!" Othur exclaimed in shock and confusion as he was busy writing at his desk. "Who dragged up that old nonsense?"

"People, sire," Alfrid began to explain and rely more on what the townspeople said earlier. "They're gathering in the streets They're saying that king will return to the Lonely Mountain, and that the rivers will once more run with gold."

"Rivers of gold?" Othur sounded disgusted by this and chose to dismiss these crazy claims of old tales. "Poppycock."

"As you say sire," Alfrid said. "But people will believe what they want to believe . Its been a long time since they've seen any riches. The told tales offer them hope."

Just then, the two received a knock on the door.

"Come in," Alfrid insisted.

The door opened to reveal Braga, Captain of the Guard, who had just came in to inform the Master of Esgaroth the news.

"Sir, the mercenaries that wished to seek your audience have arrived," Braga informed.

"Well, bring them in," Othur ordered.

"Yes, sir," Braga complied.

Finally, Braga has Coulson, Hill, May, Ward, John, Trip, Nance, Dylan, Carolina, Molly, Izzy, Bobbi, Natasha, Clint, and the rest of the S.H.I.E.L.D. come attended. Alfrid was surprised to recognize the same people, including the one that threatened to tare his tongue out of his mouth.

"Oh, its you," Alfrid responded in a very cruel way.

"Nice to see you again," Coulson smiled.

"I thought you be Bard's fellow mercenaries, but it seems like we were wrong," Alfrid said.

"Now, now, Alfrid, let's not be vicious to these proud and faithful mercenaries, they're our guests," Othur said, pretending to sound very pleasant and welcoming.

"Yep," Coulson continued to smile and gave the Master a nod. "So, you're the Master of this town, aren't you?"

"Yes, indeed, I've been arranging a lot of important arrangements across the town, arresting worthless trouble makers that seek to cause corruption, destroying my society," Othur explained. "And, questioning my authority. It seems they don't quite understand what illegal means. Tell me, what does illegal mean?"

"That's a very easy question," John chuckled. "Although I won't answer, cause we all know what it means."

"Its a violation to the law," Hill answered.

"And those who violate it have to be punished," Othur added.

"Why don't you just tell us why we are here?" May calmly demanded with a dissatisfied look on her face.

"That's precisely why I need your help," Othur requested. "My guards are having trouble routing out any conspirators that are working for a leader who is questioning and undermining my authority. But with you, as mercenaries, trained and equipped, I'm pretty sure, your techniques might help me route them out."

"So what's in it for us?" Natasha asked with a smile.

"I will pay 50% of my gold as a reward for your service," Othur offered. "So, do we have a deal?"

"Sire, may I speak?" Alfrid asked.

"Oh, of course," Othur groaned.

"You may want to gain their trust first, but I don't trust them," Alfrid said and pointed at John. "Espically this one, who nearly ripped my tongue out my mouth as a threat."

"Honestly, the kid might be speaking about a different guy who did that to him," John grinned. "I have a twin brother."

"What did you call me?!" Alfrid snapped, stroming over to him.

Carolina silently grabs Alfrid's hand, causing him to grunt and groan. He collapses to his knees and looks at the young agent, who didn't even say a word.

"Carolina, she's really tough, rough around the edges, and often quiet," Molly described her with a grin. "But she does her work without question."

"Ah, master," Alfrid groaned in pain, feeling his hand being twisted.

"Now that is someone who can truly be loyal to the law," Othur chuckled, sounding impressed. "One who doesn't question my authority."

* * *

Elsewhere in the quiet dark town, Thorin led the dwarves towards the armory that was well guarded. They quietly snuck towards the place and kept themselves from being seen from any watchmen that were patrolling. are sneaking through the town toward the armory, hiding from watchmen. They hide behind a boat as two watchmen walk by.

"Shh! Keep it down," Dwalin shushed them.

"As soon as we have the weapons, we make straight for the mountain," Thorin planned the next move.

"And you guys should know better not to enter an armory and steal weapons," Skye sharply whispered to them.

"How did you find this?"

"When its quiet at night, its easy for us to spot," Fitz whispered.

"You guys can't be serious in doing this, we'll be caught if this happens," Skye warned quietly.

"There's no time to argue," Thorin quietly told her. "We have to do this, whether your in this plan or not."

With the watchmen gone, Thorin points to Nori, who gets a running start and runs up a pyramid of dwarves who have pressed themselves against the walls of the city armory. He is able to get high enough that he can reach a second floor window and dive through.

"Next," Thorin counted the next dwarf.

Soon, Bilbo and several dwarves are in the armory, and they begin collecting the weapons stored there. Kili struggles under a load of several different weapons, and Thorin hands him another one.

"You all right?" Thorin asked his nephew, who had been struggling.

"I can manage," Kili said. "Let's just get out of here."

Thorin looks at Kili, then lays another sword on the pile Kili is holding. Kili begins walking down the stairs, but his wounded leg gives way and he falls with a cry. The weapons make a terrible clanging noise, and the dwarves both inside and outside look around warily. In the distance, the watchmen cry out, and running footsteps approach.

"Run!" Dori yelled.

"Go!" Fitz cried.

Fitz, Skye, Jemma, and the dwarves still outside begin to run and hide, but it was too late. They were already caught and stopped by two watchmen, who pointed their pikes directly at them. Bilbo and the dwarves in the armory grab weapons to defend themselves from incoming guards, but several other guards manage to overwhelm them and point pikes at them too.

* * *

Back at the Master's mansion, Alfrid just left the room in disgust while the Master had continued to speak with the S.H.I.E.L.D. team. Unaware they were S.H.I.E.L.D. agents, Othur was willing to make the deal in hiring them to route out his enemies and bring them to justice.

"I understand you traveled a long way from the west to do business, but I'm surprised to see that you're not interested in wanting to help these poor, helpless people suffering from the wrath of rebels that seek to question my authority," Othur said.

"The point is, sir, we've already been hired by a group of merchants that we lost during our travels," Clint explained, hoping the Master would buy it.

"Then, maybe I can double your equal pay, and I can arrange a transport to help you on your journey," Othur offered.

"Thanks, but no deal," Coulson grinned. "Like Barton said, we..."

"Sire," Alfrid cut him off, storming into the office. "There's whole commotion going on outside."

"What commotion, what's going on out there?!" Othur demanded a report.

"Our soldiers are bringing in troublemakers right to our door," Alfrid informed.

"Oh no," Coulson murmured, knowing who the troublemakers were.

Outside, multitudes of townspeople were all gathering around right in front of the master's mansion. Many of the guards keep the townspeople back as Braga leads Skye, Fitz, Jemma, Bilbo, and the dwarves to meet the master face-to-face.

"Get off of me!" Dwalin growled, trying to shake the guard off him while being dragged.

Lots of indistinct muttering and yelling. Braga arranges all of the dwarves under guard in the town square before the doors of the mansion. As guards open the doors of the mansion, the Master storms out, putting on his coat.

"What is the meaning of this?!" Othur furiously demanded an answer to all this.

"We caught 'em stealing weapons, sire," Braga answered. "We don't know which one is their leader, but will get them to talk."

"Ah, they must be enemies of the state then," Othur assumed and turned to Alfrid. "Alfrid."

"I didn't steal, of course they did, and Jemma, Fitz, and I were trying to stop them," Skye admitted.

"Silence girl," Alfrid told her and the group. "As punishment for stealing weapons, you will be sentenced to imprisonment."

That was when the S.H.I.E.L.D. came out of the doors from the mansion and notice what was about to happen to the dwarves, Skye, Fitz, Jemma, and Bilbo. They quickly run down the steps of the mansion and stand in front of the dwarves, hoping to defend them and prevent them from being sentenced.

"No, stop!" Coulson exclaimed, standing beside the master.

"What do you mean, stop?" Othur asked.

"There with us," May said.

"Them?!" Othur snapped in shock. "Thieves?!"

"I was right sire," Alfrid nodded his head. "I knew they couldn't be trusted."

"No these are the merchants that we met and lost days ago," Clint continued to defend them and gave Alfrid a threatening look.

"You call these merchants, they're thieves," Alfrid sneered at him.

"All this time, I was about to gain my trust over you," Othur angrily flared at agents. "You were distracting me, so would let these thieves steal the weapons, and..." He paused for a moment and suddenly began to realize something by nodding his head twice. "Oh, of course, Bard. That wretched mongrel. I knew this had to come from him. He hired you all to remove me, so that way, he and his conspirators would gain the exact power over this beloved town! How could you?!"

"Coulson, we need to go," Natasha whispered behind Coulson, deciding it was time for everyone in the company to escape and fight their out.

"Look, this is a terrible misunderstanding," Bobbi defended the dwarves. "Let's just try and talk this through before anyone gets hurt."

"Will do whatever you ask for," Grant requested. "But let these merchants go."

"I think not," Alfrid rejected his request. "The Master punishes those who've committed heinous crimes in this town. You all are troublemakers, including Bard."

"Bard had nothing to do with this," Coulson argued, defending Bard's innocence. "We hired him to sail us across the lake to find bed rest and food, and we would leave without causing any trouble to you."

"Then how did you bring these merchants?" Othur demanded more.

"I was the one who snuck them in," Hill spoke. "I arranged it."

"Well it doesn't matter whose guilty or not, you have to answer for this," Alfrid claimed in a rude tone.

"And I suggest you watch your tone," Coulson warned. "Cause otherwise, I can probably let Garrett rip your tongue out this time and Carolina twisting your hand again."

"Is that a threat?!" Alfrid shouted angrily at Coulson and turned to the guards. "Guards! Have all these troublemaking mercenaries and thieves arrested!"

"Go ahead, tell your guards to try and take us, but will fight our way out of this place, no matter what the cost!" Coulson exclaimed.

"You can't be serious, can you, what makes you think you can escape?" Alfrid asked him that, thinking he was bluffing. "Your surrounded by the master's guards. They'll cut to pieces before you even make a run for it."

"Want a bet?" Natasha asked him, showing how she'll prove him wrong since she can fight without swords, axes, or spears.

"We don't need to use weapons to defend ourselves," Clint said. "We are the weapons."

"This is your last chance, tell your guards to stand down," John insisted. "Otherwise, they'll wake up in the hospital beds, and I won't rip your tongue out."

"Enough of this!" Othur shouted. "Arrest them! All of them!"

"Finally," Izzy sounded excited to fight, cracking her knuckles.

"Hold your tongue!" Dwalin yelled angrily at the master.

"Who dares?!" Othur fiercely demanded for the person to interfere.

"I spoke!" Dwalin answered to him, continuing to raised his voice.

Othur turns to see Dwalin was the one who spoke. "You?"

"You do not know to whom you speak," Dwalin gestures at Thorin, forcing his friend to step forward. "This is no common criminal. This is Thorin, son of Thrain, son of Thror!"

The crowd murmurs in amazement when they heard the word 'Thorin'. Many of the townsfolk whispered in shock and recognition, and people crane their heads to see better.

"We are the dwarves of Erebor," Thorin addressed the master and the whole crowd. "We have come to reclaim our homeland." He pauses for a moment and began to recall something that he remembered in the past. "I remember this town and the great days of old. Fleets of boats lay at harbor, filled with silks and fine gems. This was no forsaken town on a lake! This was the center of all trade in the North."

Everyone around overheard what the dwarf had said, nodded their heads as a sign of agreeing to his in agreement and a lot of them truly remembered what it was like before Smaug brought terror. Many truly wanted to gain their freedom and have enough gold to rebuild everything in Esgaroth, including their lives.

"What's he doing?" May whispered to Coulson.

"He's gaining their trust," Coulson whispered back.

"I would see those days return," Thorin continued to speak earnestly to the crowd. "I would relight the great forges of the dwarves and send wealth and riches flowing once more from the halls of Erebor!"

The people began to cheer and clap of what the mountain king plans to do. The Master didn't even join in the cheering and clapping, for remained silent and looked on, calculating if this wasn't a trick. Many of Esgaroth's citizens were truly happy, filled with hope.

"I think they really admire him, Jemma," Fitz whispered next to her.

"Death!" A voice called out over the crowd. "That is what you will bring upon us."

Everyone stopped clapping and cheering when they heard the loud voice. The S.H.I.E.L.D. agents turn their notice as well and saw that the person who yelled was Bard, who along with his son and daughters came, emerged from the crowd to meet the dwarf king. None of the guards didn't mind that they came and didn't bother to prevent them from moving through.

"You will bring fire and ruin!" Bard warned the dwarf king. "Everything we hold dear will burn. If you awaken that beast, it will destroy us all."

"You came all this way to bring doom to us all," Bain openly claimed.

"Your making mockery!" Dwalin growled at them.

"That is mockery coming from a dwarf," Bard said.

"Okay, let's not lose our heads," Skye restrained Dwalin with Gloin's help.

"I know you all think that we plan to lead you to your doom, but I will not let happen," Thorin continued to speak towards the crowd. "You can listen to this naysayer, but I promise you this: If we succeed... all will share in the wealth of the mountain. You will have enough gold to rebuild Esgaroth ten times over!"

The people began to shout in excitement and applaud at the same time. Coulson was quite amazed how Oakenshield was gaining the upper hand in winning their trust rather than listening to the bowman.

Alfrid was concerned and suspicious, still believing that this was a plot set up by the dwarf and Bard to seize power over Esgaroth. He then decided to speak, distrusting the dwarf's claim. "Why should we take at your word, eh? We know nothing about you." He turns to face the S.H.I.E.L.D. agents. "You mercenaries claim that you know these dwarves, but I think they're nothing but con artists, seeking to make us believe that its true or not. So which one of you can vouch for him as proof if he is the King under the Mountain?"

"Me?" Skye spoke immediately, raising her hand up to get the deputy's attention. "I'll vouch for him."

"I wasn't meaning you, I was meaning them," Alfrid said, pointing at the S.H.I.E.L.D..

"She's one of us, and she has the right to speak," May glared at him.

"Fine," Alfrid sighed, and turned to face Skye again and ask. "Does this young lady have a name?"

"Skye," Skye answered quickly.

"Then tell me 'Sky', how can prove that these dwarves are not con artists and that they are the ones the people of Esgaroth believe they are?" Alfrid asked.

"You don't need to ask at all," Skye began to explain and vouch for Thorin. "This is the Thorin who is heir to the line of Durin. Me and... Coulson, along with rest of the team, traveled far with him and the dwarves through great danger... and if he gives his word... then he will keep it."

The crowd continued to cheer in delight due to Skye vouching for Thorin and showing that he is not con artist all, Bard was not willing to give up

"All of you!" Bard yelled, desperately trying to gain everyone's attention to him rather than listening to Thorin. "Listen to me! You must listen! Have you forgotten what happened to Dale?! Have you forgotten those who died in the firestorm?! And for what purpose? The blind ambition of a mountain-king so riven by greed, he could not see beyond his own desire!"

Bard and Thorin stare at each other angrily at each other. Dwalin was deeply angered of hearing the bargeman's insult over Oakenshield and tried to attack him, only to being restrained by Gloin, Oin, and Bofur.

"And how can you prove that he is greedy?" Coulson asked him that. "Maybe you haven't been paying attention, but see how Thorin is willing to help you all, rebuild everything that you lost. I see the truth in his word that he is willing to share enough of the gold in that mountain. I'm pretty sure there's plenty and to spare."

"We're not interested in the gold, none of us," Bain said. "Its cursed."

"Now, now, we must not, any of us, be too quick to lay blame," Othur chastised and focused his attention on Bard, pointed accusingly at the bargeman. "Perhaps Bard, let us not forget that it was Girion, Lord of Dale, your grandfather, who failed to kill the beast!"

"It's true, sire," Alfrid foretold. "We all know the story: arrow after arrow he shot, each one missing its mark."

Bard looks around as the crowd yells angrily at him, blaming his grandfather for allowing Smaug to succeed. He deeply felt hurt from every opinion he heard from several townsfolk, but he knew that some were still loyal to him and would never consider him to be a weak leader.

"Your wrong about my grandfather," Bard spoke out to the crowd. "Yes he failed! He failed to stop the beast! He didn't mean to let this happen. My father told stories that he died a hero. He was buying enough time for the rest of his people to flee while he made his last stand to prevent the beast from being more death and destruction. If he succeeded, we wouldn't be talking about this." He stared at the dwarf king. "He may be a king, but he doesn't have right, no right to enter that mountain!"

There was a moment of silence. Both Thorin and Bard were heirs to the ruling cities of Dale and Erebor. This was like that they were fighting over on who can be king.

"I have the only right," Thorin answered solely and turned to face the master. "I speak to the Master of the men of the Lake. Will you see the prophecy fulfilled? Will you share in the great wealth of our people? What say you?"

Othur thinks for several seconds, then smiles and points his finger at Thorin. "I say unto you..." He then opens his arms, giving the mountain the most honorable welcome. "Welcome! Welcome and thrice welcome, King under the Mountain!"

The crowd erupts in cheers once again as Bard looks on silently in disgust. He and his children leave immediately as Thorin climbs up a few steps and turns to face the audience. the people hug each other in excitement and joy.


	7. Chapter 7

After the Master of Esgaroth gave the entire company a warn welcome and huge celebration erupted all over the town as a sign of hope to restore everything that was lost decades ago, Thorin and his followers made preparations for their next move. Bells were striking very loud and music was being heard in every corner of the town. With the Master's permission, he and his company were given boats to cross the lake, including weapons and armor.

Once the morning had come, every person in Esgaroth gathered along the sides of the main channel of the town to say their goodbyes to the company and wish them all the luck they can forge, but only some knew that it would be foolish and that whole plan in killing Smaug was suicide. Bard warned them, and yet no one chose to listen to his warning of what the beast was capable of.

"Is the signal all ready?" Agent Coulson asked Agent Hill.

"Once we reach our destination, will activate it," Agent Hill told him of the plan.

"Good, cause I know your eager in getting us back home, so we can get back to work on our assignments," Coulson said.

"Don't forget, Fury's pissed," Agent Hill reminded him.

"Don't remind me," Agent Coulson scoffed. "I'll take full responsibility for my actions." Then, he sees Skye loading some stuff on one of the boats and gently places his hand on her left shoulder. "Not you."

"What?" Skye asked, confused.

"Your staying here with Agents Fitz and Simmons," Agent Coulson said, giving her an order. "Will pick you up once the job is finished. Even though, I don't know what we have in plan though."

"Coulson, I should come and help," Skye scoffed. "I vouched for Thorin and..."

"I know," Coulson cut her off. "But I'm giving you an order."

"Oh, relax Skye, will be fine here," Jemma said, joining in with a grin.

"As if," Skye replied, rolling her eyes.

"Any more questions?" Agent Coulson asked.

"No chief, I'm good," Skye said.

"Okay," Agent Coulson grinned and turned to Simmons. "Agent Simmons, keep your comlink on once we reach the mountain. Will signal you."

"I can't believe I met the famous Hawkeye and Black Widow," Jemma quietly giggled in excitement to Skye. "They're amazing."

"Yeah, totally, if i were them, I would join the Avengers," Skye sarcastically imagined.

"Oh that is awful," Jemma scoffed and walked away.

"What? Was it something I said?" Skye asked, wondering why she got annoyed.

Coulson was busy packing everything up with other agents and storing them into the boats. That was when Agent Ward came to him and took a moment to say his words.

"Garrett told me Skye is staying behind with FitzSimmons," Agent Ward said.

"That's right, I'm giving her the order," Agent Coulson told him the same thing.

"We might need her," Agent Ward suggested. "She may be a hacker, but she's really good. If there is a problem with the signal, Skye might be the only person in the team that could fix the problem."

Coulson stopped loading and turned to face Ward, giving him a unsatisfied look on his face. "And what do you suppose I should do about that? Its dangerous for Skye. She's qualified to take a chance like this."

"She wouldn't have to go inside the mountain," Agent Ward argued. "She'd stay out from harm."

"Fine," Agent Coulson nodded his head as if was really accepting and changing his mind, but slowly started to raise his voice a bit. "You want to make this difficult for us? For Skye? You can bring her along, but make sure she stays out of harm's reach, otherwise, I can have you suspended or removed if anything bad happens to her."

"You have my word," Agent Ward promised. "Nothing will happen."

Bilbo was all dressed as if he joined the Royal Guard of Esgaroth. He looked very embarrassed since he believed this outfit made him look completly ridiculous. Bobbi turned to notice him and shook her head with a smile.

"So, how do I look?" Bilbo wondered.

"Hmm, on a scale from one-to-ten, you like your here to observe us, like one of the Lake-Town guards that I just beaten up yesterday," Bobbi grinned.

"Well, you look more than a mercenary that meets the eye," Bilbo said.

"I still don't get why your coming along on this, shouldn't be staying here?" Bobbi wondered.

"I... I gave Thorin my word," Bilbo reminded her. "I even vouched for him like the rest of you. Besides, I'm a burglar, a hired burglar."

"Just to let you know, I don't care if your a burglar, but let me tell you this, I still haven't forgotten what you were hiding," Bobbi reminded him back in Mirkwood. "If its omething you stole, I won't hesitate to find out. Your this close in getting letting us find out what it is you keep in your pocket."

Bilbo turned to Thorin, in hopes to get away from Agent Morse. "You do know we're one short where's Bofur?"

"If he's not here, we leave him behind," Thorin resolutely answered.

"We have to, if we're to find the door before nightfall," Balin concurred. "We can risk no more delays."

"Its already pass mid morning, boys," Natasha grinned. "We should hast it up."

"Aye," Balin complied.

The company were finished placing everything in their boats and made their ultimate prepartion to leave the city at once. As they begin to board the boat, Thorin had to make another hard call towards his nephew Kili, who was having trouble keeping up due to his injury. Kili was about to head to one of the boats until his uncle stopped him with a firm hand on the shoulder. Even Coulson and May knew that was too risky for Kili to keep moving on foot and would get worse.

"Not you," Thorin calmly told him. "We must travel with speed, you will slow us down."

Kili smiles, thinking his uncle was joking. "What are you talking about? I'm coming with you."

"Kili, you need to stay and rest," Agent May insisted.

"I'm going to be there when that door is opened, when we first look upon the halls of our fathers, Thorin," Kili argued.

"Kili, stay here," Thorin whispered with a smile as he laid his hand on Kili's shoulder. "Rest. Join us when you're healed."

Shocked and betrayed, Kili's dream come true to see the door would never happen. He was really excited during his journey, but now, everything went downhill for him.

"I'll stay with the lad," Oin volunteered to help Kili recover from his injury. "My duty lies with the wounded."

"Will take good care of him," Jemma said as well and gave Fitz a wide smile. "Besides, Fitz and I are one of the most skillful surgeons of our agency."

"Yeah, very skillful," Fitz nervously replied. "Don't worry, will make sure to get him better."

"Good, let me know how he recovers," Thorin said.

"Yes, your majesty," Jemma smiled as she gave the dwarf king a bow. "King under the Mountain."

"Is everything set?" Agent May asked.

"All and ready," Fitz replied.

"Good, I'll inform you all once this job is done," Agent May sighed as she walked over to her boat with Agents Romanoff, Winters, Morse, Washington, and Stiles.

While Agents Trip and Mason board the boat Fili was on, Fili had been listening to Thorin and Kili argue, and wanted to take part in wanting to convince him to change his mind.

"Uncle, we grew up on tales of the mountain," Fili openly reminded his uncle how he sinpired him and his brother. "Tales you told us. You can't take that away from him!"

"Fili," Thorin tried to speak.

"I will carry him, if I must!" Fili offered to help his brother during the journey.

"One day you will be king, and you will understand," Thorin educated him, in which he chose to pass on the last important lesson he learned from his father before Smaug laid waste. "I cannot risk the fate of this quest for the sake of one dwarf, not even my own kin."

Fili was in no mood to be a king since he didn't think he was worthy of being one like his uncle. However, he was part of the line of Durin, and it would one day be his responsibility to do what is important once Erebor was reclaimed. He looks at Kili, then steps out of the boat.

"Fili, don't be a fool," Thorin tried to prevent him from leaving. "You belong with the Company."

"That may be true, uncle, but I belong with my brother," Fili glared, brushing away from his uncle and goes to join Kili, Oin, Fitz, and Simmons.

Skye boarded the boat with Agent Ward and couple of S.H.I.E.L.D. agents in Garrett's team. Agents Garrett and Coulson quickly boarded their boat as well with Agents Hartley and May just as a group of talented musicians of Esgaroth began to play their instruments while the Othur and his deputy Alfrid climb up a raised platform to give their goodbyes to the company, wishing them all the luck they could muster to restore order to the entire realm.

"Bring good fortune to all!" Othur loudly proclaimed to the company. He waves to the dwarves and S.H.I.E.L.D. agents in the boat as they pull into the canal and begin to paddle away.

A huge sound of cheering and clapping was heard all around the entire city. The dwarves, accept the S.H.I.E.L.D. agents, smiled and waved their hands in goodbye. Further away in a house in the town, a sleeping Bofur is woken up by the sound of the music and cheering. He is asleep under a table, and as he jolts upright, he smacks his head on the bottom of the table.

"By my beard, is that the time?!" Bofur exclaimed and quickly scrambles up unsteadily and runs out the door, grabbing a glass of drink on his way. He pushes his way through the townspeople and reaches the water, only to find the boat of dwarves far off down the canal. That was when he turns to find Jemma, Fitz, Fili, and Oin, who stayed behind to take care of Kili. "Ah! So you missed the boat as well?"

"Ahhh!" Kili moaned in pain and begins to fall over, but Fili catches him.

"Stay with me!" Jemma exclaimed. "We need some medicine."

"C'mon, maybe the Master might have some," Fitz suggested.

* * *

After the company had left the city, the Master Othur, along with his Deputy Alfrid, were safely being escorted by the guards led by Braga. Braga and the guards were ordering a lot of the townsfolk to move out of the way, even shoving or pushing them aside to make forth for Othur.

"Hey! Go on!" Braga yelled at one of the townsfolk. "Get outta here! Go on!"

"Masterfully handled, sire," Alfrid sounded pleased how the Master would pull it great. "Your popularity's never been so high. Now, the entire city twitters your name."

"Yes, it was rather clever," Othur said. "Either our friends return triumphant, in which case I stand to make a pretty penny or old Smaug dines on dwarf for a day or two. The important thing is they're off our hands."

That was when Jemma, Fitz, Fili, Oin, and Bofur, who were carrying Kili, rushed towards the main hall to seek for the Master's help in finding medicine to cure Kili's wound and illness he was starting to succumb to.

"Wait!" Jemma cried out hoping she got the master's attention. "Please wait!"

"Listen, we need your help," Fitz said. "Our friend here is sick."

"Sick?!" Othur gasped in a panic and used a cloth of his to cover his mouth. "Is it infectious? Get back! Alfrid! Alfrid! Don't let them come any closer!"

"Please, we need medicine," Oin pleaded. "Something to cure his wound."

"Will pay you anything you want, just name the price and will give it to you," Jemma offered.

"Do I look like an apothecary?" Alfrid rudely asked them. "Haven't we given you enough? The master's a busy man. He hasn't got time to worry about sick dwarves."

"But, we're on the same side here," Fitz said. "Is there anyone in this town that is a doctor?"

"Who am I to know?" Alfrid scoffed and brushed them off with his hand. "Be gone. Will you go on? Clear off. And don't even think of bringing that sick dwarf into the mansion."

The guards were given the order to move Jemma, Fitz, Fili, Oin, Bofur, and Kili away from the mansion while Alfrid goes on to continue speaking with the master on their secret plan to arrest Bard.

"What this town needs, Alfrid, is a good purge," Othur suggested his plan to rid out the conspirators. "Starting with a certain troublemaker who saw fir to question my authority."

"A certain bargeman, sire," Alfrid reminded the master on who to captrue first.

"Precisely," Othur replied.

* * *

Bard heard a knock on the door and walks over to find out who it is. He believed it was one of Master's spies that were here to give him a message. He opens his door, and out of relief and disappointment, he saw that it was only Jemma, Fitz, Bofur, Fili, Kili, and Oin that were on his doorstep.

"No, I'm done with you all," Bard refused to help them. "Go away."

Just as he tries to slam the door shut, Bofur stops it with his foot.

"No, no, no!" Bofur cried. "No one will help us."

"Please, we're really sorry for bringing you into this," Jemma pleaded. "But we need your help. We tried going around to see if anyone had any medicine to cure our friend, Kili."

Bard sees Kili being supported by Oin and Fili. "What's wrong with him?"

"He's sick," Fitz answered. "He's very sick."

"Come in," Bard insisted.

"Thank you," Jemma sighed in relief and enters first. She turns to see a nice soft, but narrow bed in the corner. "Put them there."

"He's been like this since we arrived," Fitz explained. "I mean back in Mirkwood, he was shot by an orc arrow."

"An orc arrow?" Bard gasped in shock.

"Yeah, we were ambushed by a pack of orcs and one of them shot him in the leg," Fitz continued.

"Did it have poison?" Bard asked him that.

"Well, no, he was shot and now he gets sick," Fitz said, confused.

"Morgul," Bard answered.

"What?" Jemma asked, confused. "What's morgul?"

"A poison," Bard told her about it. "Its something that orcs use to kill their enemies, even in victory."

"So how the hell do we remove the poison?" Fitz asked.

"Lady Simmons, come, I got a lot of things in my pantry that might be able to save your friend," Bard offered.

"At least let's hope that it might be enough to cure him and that wound," Jemma said hopefully.

* * *

Meanwhile, the rest of the Company are in their boats, rowing across the long lake where they make their way towards the Lonely Mountain. As the other dwarves in Thorin's boat rows, Thorin stands at the bow of the boat, facing ahead as he feels a sign of hope and excitement in reclaiming his homeland. Once they reached the other side, they dock their boats and continue on foot.

"Keep the boats guarded," John ordered four S.H.I.E.L.D. agents to guards the boats. "I'll have Agent Hill to signal you once our cavalry arrives."

Agent May ignored that word, but everytime she hears it, she gets really annoyed. She walked away from Garrett and moved onward with the others.

"Try not to say that word in front of her, cause she gets really pissed," Coulson smiled with a warning.

"She still hasn't recovered from that terrible mission in Bahrain," John sighed. "I feel sorry for what had happened."

"She wasn't qualified do that," Coulson sighed too as he walks forward. "That's why nobody in S.H.I.E.L.D. should call her the cavalry."

"C'mon boys, shake a leg," Izzy ordered the other agents to move in a hustle.

The whole group climb the foothills of the mountain. During the walk, they notice that there were a lot of trees that were completely dead and burnt near every rock. There was no sign of any animals that were wondering around the landscape of the mountain.

"Still got Jonee with you?" Trip asked, talking with a fellow S.H.I.E.L.D. agent while walking up the landscape.

"Nah," the S.H.I.E.L.D. answered back.

"Its so quiet," Bilbo observed the landscape.

"I wonder, was this whole place a forest?" Skye asked.

"Wasn't always like this," Balin explained. "Once these slopes were lined with woodlands. The trees... were filled with birdsong."

"I can never imagine what it was like," Skye said.

"Smaug's reign of terror will end," Balin nodded his head hopefully. "I can feel it in my heart."

Thorin walks up to Bilbo and Skye from behind and told them. "Relax my friends, we have food, tools, and we're making good time."

"Let's hope your time will be quicker if you find the hidden doorway," May said.

"I will prove to you that there is a hidden door," Thorin said. "I know you don't believe in it, but I do."

"Hmm, well in that case lead on," Natasha grinned.

Before going on, Thorin, whom had recognized the whole landscape he'd been too, saw something in the distance and ran atop an embankment overlooking a valley. As the others join him, they look at the other end of the valley and see a massive city that was all in ruins.

"Oh my god," Skye breathed in awe.

"Talk about saying," Trip murmured in awe and horror upon what he was looking at.

"Its a city," Coulson stared at the view of the city.

"All in ruins," John added.

"This city looks like has been ransacked or something," Clint described.

"What is this place?" Bilbo asked.

"It was once the city of Dale," Balin answered his question. "But like Mr. Garrett said, it is now a ruin. We call it 'The desolation of Smaug'."

"Your saying that this beast did that?" Molly asked in complete shock.

"Well, the Desolation of Smaug, hmm, good name," Ward said. "Awful one I might add."

"Has this city ever been retaken before in the past?" Natasha asked.

"No," Balin shook his head. "No one has."

"Too awful as too what had happened," Coulson said. "Which gives me an idea. Agent Hill, take four agents with you to the city. Make sure the beacon is hot while the rest of us create a perimeter." He turns to John. "Agent Garrett, you still got that gun flare with you?"

"Right here where she use to be," John scoffed with a grin.

"Good," Coulson gave him a nod and turns to Molly. "Agent Stiles, take Agents Winters, Mason, and Washington with you to set the perimeter. Keep your weapons locked and loaded if you run into anything. I doubt the Defiler might still be hunting us and I'm pretty sure they might've caught our scent again."

"Yes, sir," Trip complied.

"Consider it done," Molly complied too. "Even though, I get orders from Agent Garrett."

"Don't mention it," Coulson said.

"Agent Stiles always takes orders from me," John said.

"Agent Coulson, before we go, what if this city could not be abandoned?" Hill wondered if the city was still occupied. "There could be scavengers."

"If you see anything unusual, don't engage and find another place to set the signal up for the others to show," Coulson instructed.

"The sun will soon reach midday," Thorin said, beckoning the others to follow him in a quick pace since he didn't want to waste time. "Let's find the hidden door into the mountain before it sets. This way!"

"Wait... is this the overlook?" Bilbo asked. "Gandalf said to meet him here. On no account were we..."

"Do you see him?" Thorin interrupts him abruptly. "We have no time to wait upon the wizard. We're on our own." He turns and walks away. "Come."

* * *

For last couple of hours before the sun was about to begin setting in the west, Molly Stiles, Nance Winters, Dylan Mason, and Carolina Washington were scouting alone in different corners from the group and were successful in creating a perimeter around the area the company were. Each of them kept a close eye around, making sure that any Orcs were coming. Maria Hill and four agents of Garrett's team entered the ruined city of Dale and looked around to see if it was deserted. Seeing that no one was there, Hill and the four S.H.I.E.L.D. agents find a good spot to set the beacon.

"What's your status?" Garrett asked, contacting Agent Stiles.

"All clear," Molly informed. "Perimeter is set."

"Good, then we can find what Thorin wants and then we all go home," Ward sighed. "I'm starting to get tired of this job already."

"You and me both," Trip sighed. "All I see is rocks and no sign of hidden door."

"Keep it together," Clint said, walking passed Ward and looked up to stare at the mountain in awe. "Let's not turn away from this just yet."

"I hope we don't run into Azog and his goons," Natasha reminded. "He might be playing our game."

"What's worse he could try and set up an ambush," Bobbi said.

Thorin stands his sword in the ground and pants. He calls up to the other dwarves, who are all scouring the sides of the Mountain, trying to find the secret entrance. "Anything?!"

"Nothing!" Dwalin called back.

"If the map is true, the hidden door lies directly above us," Thorin statefully calculated.

Bilbo was walking around to see what he could find. He heard everything that Thorin said that the hidden door was above him and the group, but where? He takes a moment in staring at a massive statue of a dwarf carved into the side of the mountain. Looking closely, he notices a set of stairs built into the statue.

"Up here!" Bilbo shouted, pointing directly at the stairs.

Thorin walks up to him and gave him a wonderful remark. "You have keen eyes, Master Baggins."

Coulson contacts Agent Hill. "Agent Hill, report?"

"The beacon is hot," Hill answered. "What are you doing right now?"

"We're about to be going up," Coulson answered. "Over."

The group painstakingly make their way up the steep and treacherous steps and find a little rock-walled clearing in the side of the mountain.

Thorin was the first to reach the clearing. "This must be it. The hidden door." He turns to face the others who come into the clearing as well. Thorin holds up his key cheerfully. "Let all those who doubted us rue this day!"

The dwarves cheered happily, knowing they were going to set their feet into the great, ancient city of Erebor that they had been dying to go into, but they knew they had to figure a plan to kill Smaug.

"Congratulations," Coulson grinned.

"Right, we have our key, which means that somewhere, there is a keyhole," Dwalin stated as he begins exploring the walls of the clearing with his fingers, looking for a keyhole.

Thorin walks to the edge of the clearing and looks out at the setting sun. "The last light of Durin's Day will shine upon the keyhole."

"Okay, so now we have to find the keyhole which I don't exactly see," Skye said, trying to find the keyhole with her eyes.

"This must be a mistake," John said to Coulson. "What if they're wrong? What if there's no key hole?"

"You have to believe what they tell you," Coulson replied. "I was there back in Rivendell when Elrond said the words."

"About the last light of light day?" John scoffed. "Good luck to them. If I'm right about this, we turn back and go home, and maybe I'll back you up if Fury tries to put you and your team in suspension for a week."

Thorin looks at the wall and tries to figure out what the light hitting the wall means. As the sun gets lower and lower on the horizon, there was no sign of any change within the wall at all. All that everyone could see was just nothing but rock.

"You know the light's about to go out in a few minutes," Natasha said, seeing that the sun was setting quickly.

Thorin begins to get frantic and turns to Nori. "Nori."

Nori, who is known as a thief, runs to the wall and begins tapping it in different places with a spoon while holding his ear to a cup held against the wall. Meanwhile, Dwalin strains and pushes against the wall while the sun continued to lower.

"Ah guys, I think we're losing the light," Skye said, noticing the sun lowing down.

"There doesn't seem to be a door here," John assumed, thinking he was correct.

"Come on!" Dwalin growled in fury as he continued to kick his foot at the wall.

"Will you stop that!" Nori exclaimed. "I can't hear when you're thumping."

"I can't find it... it's not here!" Dwalin continued It's not here."

As the sun gets closer to disappearing, Thorin knew they were out of time, and so he had do something that was out of play.

"Break it down!" Thorin shouted frantically, gesturing to the other dwarves to help break the door down.

"What are you crazy?!" Clint exclaimed.

Dwalin, Gloin, and Bifur were the first to volunteer and with the might of their weapons, they smashed directly at the rocky wall. They continued to smash and smash at the door, but nothing happened. The only thing happened is that their weapons were being shattered to pieces.

"Guys, stop!" Skye shouted.

"There's nothing there!" May exclaimed.

"Oh, this is a waste of time," Natasha murmured in annoyance.

"Come on!" Thorin ordered the dwarves to do faster, ignoring them.

"Thorin, its no use!" Coulson yelled. "Just stop!"

"It's no good," Balin stated. "The door's sealed. It can't be opened by force."

The dwarves stopped hitting the door and immediately drop their weapons in tiredness and disapointedness. Skye turns around and sees that the sun had already disappeared behind the distant mountains.

"I was right, wasn't I," John scoffed. "There is no door." He turns to Coulson. "We wasted a lot of valuable time for this."

"No!" Thorin cried and stumbles forward and re-examines the old map, reading aloud. "The last light of Durin's Day will shine upon the keyhole. That's what it says." He holds his arms open is disbelief; the other dwarves mutter in disappointment and anger. "What did we miss?"

"Thorin, just let it go," Skye comforted him. "Please, there's no door. Whatever this is, it must've been a lie."

"But, that's what it said," Thorin sniffed, telling her that was right. He turns to Balin and walks up to him to repeat his question, earnestly and tearfully. "What did we miss, Balin?"

"We've lost the light," Balin sadly answered. "There's no more to be done. We had but one chance."

The dwarves bow their heads in despair and turn back toward the stairs. They realized that everything they believed that this miracle would come to pass was nothing but a lie.

"What's going on?" Bilbo asked.

"Its over," May answered. "C'mon, let's go."

"I'm glad we're done with this mission," Izzy sounded relieved by this. "It was such a dam waste."

"Wait a minute!" Bilbo exclaimed, trying to tell everyone to stop leaving. "You can't give up now!"

"Bilbo, just give it a rest and let's go," Bobbi ordered. "Its over. There was nothing here."

Bilbo looks beseechingly at Thorin, but Thorin turns away. He holds up his key and looks at it, then drops it to the ground, where it clatters. Thorin then throws the map at Bilbo's chest and walks past him and follows the others that began to descend down the stairs, leaving Bilbo all alone in the clearing. Bilbo wasn't willing to give up, as he began to realize that there was something missing. For seconds, he began to recite the riddle that Lord Elrond had said back in recites the riddle from the map to himself while gesturing with his hands.

"Stand by the grey stone," Bilbo whispered as he goes and stands by the grey wall. "When the thrush knocks..." He looks around but doesn't see a thrush anywhere. "The setting sun...and the last light of Durin's Day will shine. Hmm. The last light. Last light…"

Bilbo turns away from the wall to continue thinking more on how to solve the riddle he remembered back in Rivendell. He knew that Lord Elrond was misreading the riddle. With a thought, he looks up and sees that the clouds were slowly moving aside to reveal a beautiful full moon. He looks at it wonderingly and sees that it was starting to illuminate the entire clearing. That was when he heard a noise, bringing the hobbit's attention. He turns back and out of pure shock and suprirse, he saw that it was a thrush hitting a snail shell against the grey wall.

As the thrush flies away in the distance, the moonlight hits the wall and Bilbo was even more surprised to see that he spotted something in the wall. He was relived and delighted that the light of the moon revealed a keyhole in the rock.

"The last light!" Bilbo gasped in surprised and then yells for the others to come back. "The keyhole! Come back! Come back! It's the light of the moon, the last moon of autumn! Ha ha ha!" He then realizes that Thorin dropped the key, but forget where it was. He circles around the clearing to look for the key and found no sight of it. "Where's the- Where's the key? Where's the- it was here…but it was here, it was here! It was just…"

Bilbo had been looking frantically around on the ground in the clearing for the key and still no luck. Suddenly, his foot hits it and the key goes flying from the clearing. Just before it falls off the side of the mountain, a boot steps on the string and stops it. Bilbo looks up and saw that the boot came from Thorin. Bilbo sighed in big relief and saw that the others came back and were quite shocked and surprised that there was hidden door all along. Thorin slowly reaches down and picks up the key, then examines it.

"I don't believe it," John looked on in shock.

"So there was keyhole and a door after all," May whispered.

Thorin walks over to the spot where the keyhole was. He inserts the key into the keyhole and slowly turns it. As he was turning it, he could hear the sound of mechanisms turning behind the rock. Once he finished turning it, Thorin pushes the wall, and a previously unseen door opens into the mountain. Just as the door opens, inside revealed a dark tunnel which led into the mountain and the whole group look on it in awe.

Thorin was the first to enter and stand on the threshold in awe. "Erebor."

"Thorin…" Balin chokes up, and Thorin puts a hand on his shoulder.

"I know these walls…these walls, this stone," Thorin breathed in joy and runs his hands over the walls. "You remember it, Balin. Chambers filled with golden light."

"I remember," Balin sniffed as he steps into the tunnel.

"I don't believe it," Skye breathed in awe and steps inside as well. "Its beautiful."

"This is all what are forefathers had done," Balin told her.

Skye felt as she was about to cry and turned to look at Thorin with a proud smile on her face. "Thorin, your home."

"This is something I've never seen," Izzy examined the wall all around.

"Well all be," John whispered in awe.

The rest of the group slowly and reverently enter the mountain as well. Inside, Nori points at a carving in the wall above the door. The carving showed the throne of Erebor, with the Arkenstone above it, sending out rays of light in all directions.

"What is it?" Bobbi wondered what this carving was.

Gloin reads aloud the inscription on the carving. "Herein lies the seventh kingdom of Durin's Folk. May the heart of the mountain unite all dwarves in defense of this home."

Bilbo looks at the carving in interest and curiosity. "Its something."

"Its the throne of the king," Balin answered.

"Oh, and what's that above it?" Bilbo asked, pointing at the symbol above the throne.

"The Arkenstone," Balin answered again.

"The Arkenstone, and what's that suppose to do?" Natasha asked.

"That is why we are here," Thorin replied.

* * *

Back at Bard's house, Kili had been laying on the bed moaning and straining in pain as the poison was starting to get worse each and every minute. His face was getting covered in sweat and Jemma laid her hand on his forehead to check his temperature.

"His temperature is getting worse," Jemma began to panic and turned to Bofur. "Bofur, get over here, now!"

"Ah! Ugh! Argh!" Kili continued to moan.

Bofur fills a bowl with hot water and rushes to pass this over to her. "Here you go."

"Can you not do something?" Fili asked Oin.

"I need herbs, something to bring down his fever,"

Bard was busy searching through his bag of medicines. "I have nightshade, feverfew…"

"They're no use to me," Oin declined them. "Do you have any Kingsfoil?"

"Kingsfoil?" Fitz asked him about that. "What's Kingsfoil?"

"It's a weed," Bard answered his question. "We feed it to the pigs."

"Pigs? Weed? Right," Bofur snapped his fingers and points at Kili. "Don't move."

"Ah, he's not going anywhere!" Jemma scoffed loudly. "He's sick!"

Bofur then runs out of the house and goes on the run in search for pigs and Kingsfoil. The city was big and he knew it would take a more than a couple of hours to find what he is looking for.

"Bofur better be back," Fitz said.

"Just help me, Fitz!" Jemma cried. "I need help over here right now!"

"Alright, alright," Fitz sighed.

* * *

While everyone else was outside, Balin and Bilbo were walking down into a tunnel which led directly to the interior of the mountain. Balin was giving important instructions to his companion and friend, telling him what his important job was.

"You want me to find a jewel?" Bilbo asked, double-checking if that was what he was suppose to do.

"A large white jewel, yes," Balin nodded his head as his direct answer.

"Okay, so that's it?" Bilbo wanted to know if that was everything he needed to do. "Only, I imagine there's quite a few down there."

"There is only one Arkenstone," Balin told him. "You'll know it when you see it."

"Alright," Bilbo complied. "I wonder why we never told the others about this. Surely, they'll think that its madness... and suicide."

Balin begins to walk back down the tunnel, but then pauses. "In truth, lad, I do not know what you will find down there. But your right, its suicide and you don't have to do it. There's no dishonor in turning back. Just take your moment to think about it, and will go back."

"No, Balin, I promised Thorin that I would do this, and I think I must try." Bilbo said in confidence.

Balin stares at Bilbo, then begins to chuckle appreciatively in remark for his bravery. "It never ceases to amaze me."

"What's that?" Bilbo asked, wondering what he meant by that.

"The courage of Hobbits," Balin grinned in delight. "Go now with as much luck as you can muster." He gives him nod at him and watches Bilbo proceed down the tunnel. That was when the dwarf forgot to mention something and decided to give him one more instruction before ascending up the stairs. "Oh, and Bilbo... if there is, in fact, a live dragon down there, don't waken it."

Bilbo remembered back in the Shire about the dragon the dwarves mentioned about. He was very worried now, but due to his promise he wanted to fulfill, he chose to do this important task in claiming the Arkenstone and nods. He walks a few more steps, then turns to ask another question, but he saw that Balin already disappeared around the corner. Now alone, Bilbo tiptoes himself straight towards the lair where Smaug the Terrible sleeps.

* * *

Meanwhile, Coulson, Skye, May, Ward, Bobbi, John, Trip, Izzy, Natasha, Clint, and the rest of the dwarves were waiting outside on what they were planning to do. Even though, they were waiting for backup to arrive anytime soon.

"So, now that we unlocked the door, what are we doing?" Skye asked, wondering what the next job will do.

"More importantly, I don't know," Coulson shrugged.

"Backup will be very soon," John reminded the team. "I just want to get out of this mission and call it a day."

"Same here," Ward agreed and turned to stare at the dwarves, who were excited to be home. "They're home."

That was when the group heard the sound of footsteps coming from the doorway. Out of confusion, they saw that Balin was the only one to come back alone without Bilbo.

"Balin, where's Bilbo?" May asked, concerned of why the dwarf came back up himself.

"Have no fear lass, Bilbo is about to enter the dragon's lair and claim the Arkenstone," Balin answered specially.

"WHAT?!" The whole S.H.I.E.L.D. exclaimed.

"What the hell were you thinking?!" Clint exclaimed.

"This wasn't part of the mission!" May shouted.

"Bilbo is doing what we assigned him to do," Thorin stood up for Balin's defense. "He's our burglar and he will claim what is rightfully ours."

"You know Thorin, you should've told us from the very beginning on what you were really planning!" Coulson exclaimed at the dwarf prince. "And for that, we were waiting outside, wasting a lot of time for you to come up with a plan that doesn't seem to fit in our book!"

"Do not judge on what I do!" Thorin bellowed, arguing against him.

"You sent him there to meet his doom!" Coulson continued to keep his voice raised up in fury.

* * *

Bilbo was nervous, but afraid on what he was about to do. One job he had to do; claim the Arkenstone and get out of the lair. He hoped that Smaug would not notice the hobbit's presence. Bilbo quietly walks through a large doorway and finds himself in a massive hall.

"Hello?" Bilbo whispered out loud, waiting to hear if there was any response from the fiery beast. so far, there was nothing. He knocks quietly on the wall beside him, but the sound is intensified loudly as it echoes, and he jumps and presses himself against the wall in shock. Seeing no reaction to the noise, he walks out into the hall on an elevated walkway. "You're not at home. Not at home. Good. Good, good, good."

Bilbo reaches towards the very top of the staircase and makes a sudden stop. His mouth hanged wide open in shock on what he was staring at. It was gold. A vast sea of gold, jewels, weapons, cups, and all sorts of treasure piled dozens of feet high all throughout the immensely massive hall. Bilbo climbs down the stairs and carefully begins to walk atop the treasure. He tries so much to be quiet as possible in hopes to not wake the beast up from his slumber, but the coins and jewels beneath his feet made so much noise. He pokes around, looking for the Arkenstone.

"What's that?" Bilbo whispered when he found a large white jewel and examines it. He shakes the jewel and continues examine it even further, waiting to see if it would shine. However, when he realized that this jewel wasn't what he was looking for, he carelessly throws it aside, then jumps when it clatters and makes a lot of noise. "Sushh, sushh."

Bilbo continues to look around the vast treasure of the Lonely Mountain. He began to wonder why no one would ever come back to claim a treasure that they wanted while Smaug remained asleep. Bilbo began to claim that Smaug could've died and that the dragons don't have long lifespans that they should've. He wasn't willing to give up in searching for the Arkenstone that Thorin wanted to badly.

"Arkenstone, Arkenstone... a large, white jewel," Bilbo whispered in disappointment. "Very helpful."

The young hobbit takes a moment to think on where the Arkenstone could be. He looks around the vast hall and saw himself surrounded by so much treasure that it would be impossible for him to find a particular jewel out of all of it. This was impossible. It would take days, weeks, months, or even a few years to search for the Arkenstone.

For almost an hour, Bilbo climbs up a mountain of gold. He wanted to take a moment in finding something that he wanted to find fancy to take back to the Shire, but there seemed to be a lot that the hobbit couldn't take back. It would day months for him to back and forth to claim every single treasure that he fancied so much. THen, Bilbo slapped his face and realized that he was falling for something that was infecting him. He soon came to realize that the sickness Balin had mentioned about was something that drove Thror mad before Smaug brought terror to the two kingdoms.

Bilbo took a moment to breathe and relax which seemed to work, as he felt that the sickness was already gone and felt no desire in taking the gold all for himself. As that happened, he looks down to notice a golden cup lying around a pile of gold coins. Bilbo was fond of the golden cup and so he decided to take it as his only reward and payment if he should find the Arkenstone. However, when he picks it up, this caused a small avalanche where coins began to fall away.

The hobbit panicked and remained still in horror when he looks up and sees that the falling coins revealed an eye. It was the eye of Smaug. Bilbo was wrong. Smaug still breathed and lived in the kingdom of Erebor. Bilbo yelped quietly and hides behind a stone pillar in fright. He hoped that the noise didn't alert the dragon. Everything seemed to be silent, and it seems like Smaug still remained asleep.

Suddenly, a loud snort was heard, causing Bilbo to jump silently when he heard it. He turns to see that the treasure around the dragon's nose was all flying away quickly, revealing it. Bilbo was in dire trouble now. He started to believe that he already woke the dragon up on purpose. He remembered from Balin to not wake it up, but he did. Refusing to be here any longer, Bilbo decided it was time for him to leave the place at once.

As Bilbo slowly tries to make his way down the pile of gold, he stops short when he realizes that Smaug's body was buried in a large circle around where he is standing. The gold all along Smaug's body began to ripple as he slowly begins to awaken from his slumber. Bilbo takes a few steps, then pauses and kneels as Smaug begins to raise his head with his eye still closed.

Bilbo continued to panic even more. He knew that the beast was starting to wake up and couldn't risk his life. As he slowly walks away backwards, Smaug's eye began to slowly open due to the noise he was now hearing. Upon seeing it, Bilbo ran and dived behind a small hill of gold. He hoped that Smaug didn't see him, but had a hunch that the dragon was going to rise and get a look around.

As Smaug's eye looks around, Bilbo remembered that he had something kept in his pocket since his escape from the Goblin Tunnels. Everyone had questioned him a lot of how he got out, but it seemed that the answer would be solved when he reaches into his pocket and pulls out a ring made out of pure gold. He looks at it for several seconds, then looks up as Smaug begins to raise his head slowly. He puts the Ring on, becoming invisible just as the beast raises his head and sniffs the air.

"Well... thief," Smaug spoke in a very deep voice, sniffing through the air. "I smell you. I hear your breath. I feel your air. Where are you?" He moves his head back and forth around the place where Bilbo was invisibly standing. "WHERE ARE YOU?"

Bilbo panics and runs down the mountain of treasure to flee for his life since he knew that the dragon could smell and hear him. Even though he remains invisible, Smaug viciously turns to see where the thief was going due to the coins he's dislodging with his feet while running, and begins to follow very rapidly to catch up. Bilbo quickly hides behind a stone outcropping as Smaug continues to search the hall for the thief he smells.

"Come now, don't be shy," Smaug insisted, pretending to sound friendly. "Step into the light." He moves around as he continues to speak to him. "Mmm, there is something about you, something you carry. Something made of gold, but far more... PRECIOUSSSSS."

While he had been speaking towards Bilbo, he moves his head right in front of Bilbo's hiding place. However, the word 'Precious' started to reverberate in Bilbo's head over and over which caused the frightened hobbit to strain in mental pain. That was when out of nowhere, a flaming eye bursts into his vision, causing Bilbo to yank the Ring off, foolishly becoming visible to Smaug at last.

"There you are, thief in the shadows," Smaug grinned in delight upon seeing the visible halfling.

Bilbo was in deep shock. He realized he made a foolish mistake by removing the ring from his finger. Now, he started to come to the exact point that the dragon was going to cinerate or devour him.

"I did not come to steal from you... O Smaug the Unassessably Wealthy," Bilbo nervously responded and began to make up a deception. "I merely wanted to gaze upon your magnificence, to see if you really were as great as the old tales say." he then cracked his voice like a woman. "I did not believe them."

Smaug was interested of what the young hobbit was saying about his name. He then stomps several yards away and draws himself up so his entire body could be visible to the nervous hobbit. Bilbo was quite shocked and amazed upon seeing that Smaug was very massive dragon with two back legs, two massive bat-like wings with claws that were like the size of spears, and both his neck and tail were incredibly long. Last, his head alone was like the size of a school bus.

"And, do you you now?!" Smaug loudly echoed.

"Truly... the tales and songs... fall utterly short of your enormity... O Smaug the Stupendous," Bilbo stuttered.

"Do you think flattery will keep you alive?" Smaug asked, giving him a deadly stare.

Bilbo was very scared, having a feeling that once he responds, the dragon will probably burn him or eat him like a wolf. "No, no."

"No, indeed," Smaug growled slightly as he moves his head closer to Bilbo like a snake. "You seem familiar with my name... but I don't remember smelling your kind before. Who are you, and where do you come from... may I ask?"

Before Bilbo opens his mouth to speak, he suddenly stops when he noticed something off to the side. Out of shock and curiosity, he spotted a small, white gem glowing with an unnatural light which was buried under one layer of coins. It was the Arkenstone, the large white jewel that Balin told him about. This was it, his mission was a success, but he would realize that it would be very difficult to get it since he woke the dragon up from his slumber. Since Smaug doesn't know the existence of hobbits, this gave Bilbo an idea.

"I... I come from under the hill," Bilbo nervosuly answered, not giving his real name to the dragon.

"Underhill?" Smaug hastily asked, wondering if that was his name.

Bilbo nods, and begins to slowly sneak towards the Arkenstone as he continues to speak. "And under hills and over hills my path has led. And, and, through the air. I am he who walks unseen."

"Impressive, what else do you claim to be?" Smaug wondered as he snakes his head forward until his teeth are inches from Bilbo's face.

"I am... luck-wearer," Bilbo stammered. "Riddle-maker."

"Lovely titles," Smaug sniffed at him in remark. "Go on."

"Barrel-rider," Bilbo added.

"Barrels?" Smaug exclaimed. "Now that is interesting. And what about your little dwarf, and of course, human friends? Where are they hiding?"

"Dw- Dwarves... Humans? No, no, no dwarves here," Bilbo lied. "You've got that all wrong."

"Oh, I don't think so, barrel-rider," Smaug sneered, refusing to believe the hobbit's words. "They sent you in here to do their dirty work while they skulk about outside."

"Truly, you are mistaken, O Smaug, Chiefest and Greatest of calamities," Bilbo continued to prove he wasn't lying about any dwarves and humans lurking in the mountain.

"You have nice manners...for a thief and a liar!" Smaug exclaimed. "I know the smell and taste of dwarf. No one better. It is the gold! They are drawn to treasure like flies to dead flesh."

Bilbo moved in again to reach the Arkenstone and grab it so that way he could get out of this lair, fearing that once Smaug has finished, he will burn or gobble him up. Before he had the exact chance to do so, Smaug stomped about as he spoke about the dwarves' attempt of taking back the gold and one of his claws knocks the Arkenstone away from where it had been. Bilbo watches as the Arkenstone bounces down the mountain of treasure, forcing the frightful hobbit to run after it.

Smaug turns to see him run down the treasury mountain and decides to play little cat and mouse game as he continues to exclaim in fury. "Did you think I did not know this day would come, when a pack of canting dwarves would come crawling back to the mountain?!"

* * *

Outside the mountain, Coulson, Skye, May, Ward, Bobbi, John, Trip, Izzy, Natasha, Clint, and the dwarves had been arguing until they suddenly felt reverberations sound throughout the mountain, causing them to stop.

"Oh my...!" Skye gasped.

"Geez, what the hell was that?" Ward asked.

"Was that an earthquake?" Dori wondered.

"That, my lad... was a dragon," Balin answered.

"A dragon?" Trip scoffed. 'You gotta be kidding me?" He turns to John. "He's kidding, right?"

"Afraid not, kid," John sighed.

"He woke it up," May whispered sharply.

* * *

Throughout the night, the reverberation spread across in every corner of the region. The Elves of Greenwood felt it, even the Lake-Folk of Esgaroth felt it. Several civilians outside were worried and terrified when they felt the reverberation Smaug caused. Inside Bard's house, Jemma and Fitz look up at the sound, and dust falls from the ceiling while Kili is still moaning in pain.

"What was that?" Fitz asked, concerned.

"I don't know," Jemma replied.

"Where did that come from, da?" Sigrid asked, worried.

"It's coming from the mountain," Bain began to panic.

"Its the dragon, isn't it?" Fitz wondered if that was the case.

"It is," Bard nodded.

"We need to get out of here, I doubt the others might've woke it up," Jemma panicked also.

"We should leave," Fili suggested, remaining at his brother's side. "Take your children; get out of here."

"And go where?" Bard asked him that. "There is nowhere to go."

"So would prefer to stay here and get killed like that?" Fitz scoffed. "No, if you want your children to live, you need to take them somewhere far away from harm."

"I don't want to stay here, dad," Tilda fearfully said to her father. "I don't want to die."

"Darling, its alright," Bard comforted her.

"The dragon, it's going to kill us," Tilda stated.

Bard looks at his children worriedly for a moment, then reaches up and pulls a black arrow, the last of the three that Girion had in Dale, from where it had been hidden as a drying rack for plants. His children look at the arrow in shock.

"Not if I kill it first," Bard openly declared that he plans to kill the beast.

"What is that?" Fitz asked.

"A black arrow," Bard answered.

* * *

Back inside the mountain, Smaug continued to play his little game with the hobbit. He moved his head around, searching for Bilbo. The dragon peered around just as Bilbo burst himself out of a pile of gold beneath Smaug's claw and runs down a staircase, and them leaps off the side as Smaug's head swings at him.

"The King under the mountain is dead," Smaug viciously claimed that the mountain belongs to him. "I took his throne. I ate his people like a wolf among sheep. I kill where I wish, when I wish. My armor is iron."

As the Arkenstone bounces rapidly down the mountain of gold, Bilbo slides rapidly after it with Smaug in pursuit. The Arkenstone and Bilbo slide under a covered stone structure; Smaug opens his wings and glides down to land atop the structure.

"No blade can pierce me!" Smaug declared.

* * *

Time was running out. Bard knew that the dragon will burst out of the mountain and bring forth another firestorm that the prophecy had mentioned while searching through the tapestry. Leaving his daughters under the care of Jemma, Fitz, Fili, and Oin, Bard and Bain ventured through the quiet town in hopes to prepare their plan to kill the beast. Holding the arrow tightly in his hand, Bard look around a corner to check to see if any guards were coming both ways. Seeing that was clear, Bard decided to move forward, leading Bain.

"Alright, let's go," Bard quietly beckoned his son to keep up.

"A black arrow? Why did you never tell me?" Bain asked, wondering why his father would keep it a secret from him and sisters.

"Because you did not need to know," Bard answered.

Just then, several guards were coming by their direction, and the two quickly duck behind a wall and wait for the soldiers to pass by.

"Listen to me carefully," Bard began to give him instructions by putting his arm on Bain's shoulder and indicates the tower with the dwarvish wind-lance on top. "I need you to distract the guards. Once I'm at the top of the tower, I'll set the arrow to the bow."

Before the plan could be executed, it was throttled when Braga and his small garrison spotted him while they were walking towards his home to arrest him under the orders of the Master of Esgaroth.

"There he is!" Braga exclaimed, pointing at Bard. "Bard! After him!"

"Quickly! Down there! Go!" Bard exclaimed.

"Stop him!" Braga angrily ordered his guards to chase after them.

Bard and Bain run through shop and docks, knocking over various items in their way. The shopkeepers yell angrily at both parties. When they have put some distance in front of the guards, Bard stops Bain and hands him the black arrow.

"Keep it safe," Bard decided to alternate his instructions. "Don't let anyone find it. I'll deal with them."

"I won't leave you!" Bain argued.

"Go!" Bard raised his voice.

As Bain runs off with the Black Arrow in his hand and rushes to find a hiding place, Bard turns and faces Braga, who has just caught up to him.

"Braga, what is the meaning of this?" Bard demanded.

"You are under arrest," Braga said.

"On what charge?" Bard demanded an exact answer.

"Any charge the Master chooses," Braga answered his question.

Bard turns and sees that he is surrounded. He then turns back and suddenly punches Braga in the face, then punches his way through the soldiers and runs with the soldiers in pursuit. Bard runs through the town, in which he leaps across a channel using boats as stepping stones to get away from the guards. He uses his momentum to cause the last boat to slide several feet across the water until he can step onto the opposite bank. A soldier tries to follow him, but slips and falls out of a boat into the water. Bard continued to run and reach an alley, but that was when a foot suddenly stuck out of a doorway and Bard trips over it, falling into a pile of wood. As he sits up, dazed, Alfrid steps forward, followed by the Master. As Bard struggles to get up, the Master lifts a wooden pole and hits Bard in the head with it, knocking him out.

* * *

The group continue to argue in the clearing on the mountain when they see that an orange glow from the mountain was coming through the door. They could tell that Smaug knew they were here and was probably waiting for them.

"He knows we're here, we got to think of something fast," May argued.

"We can't just sit around!" Skye exclaimed.

"And I can hear the sound of fire going down there, its bad," Natasha said, hearing from inside.

"Yeah, I don't like it," Clint said. "We have to go down there and get him out."

"You sure that's a good idea?" Trip asked.

"No, we won't go," Thorin answered a soft growl.

"But... but what about Bilbo?" Ori asked, sounding shocked of what Thorin had said.

"Give him more time," Thorin said.

Everyone in the company were completely shocked, suspicious, and confused on why Thorin would say something like that. He cared for Bilbo, even when he owned him a favor for everything he did.

"You kidding?!" Ward responded very loudly, thinking it was a joke. "Your actually kidding, aren't you?! After everything we did for you, after what he did in saving your life, you would just let him suffer in there?!"

"There is no time for us to stay and think, Thorin!" Bobbi exclaimed.

"You have lost your mind!" Coulson exclaimed. "I don't know why the hell you would say that, but its madness. You sent Bilbo to meet his doom and you want to stay up here and wait for him to be killed!"

"He's right, Thorin," Balin agreed to Coulson's words. "Look at us, we're standing around, doing nothing. Bilbo needs us."

"If we stay and don't come up with a plan, Bilbo is going to die," May responded very worried.

"You're afraid, all of you?" Thorin asked, seeing through the fear in every face that looked at him.

"Yes," May scoffed with a glare on her face. "Yes, we're afraid. We maybe S.H.I.E.L.D. agents, but we have an emotion. Fear! Do you have any idea what fear means? Do you?"

"Every mission I took, I was afraid," Natasha said and turned to Clint. "I was also afraid of losing Clint, my own partner."

"Everyone is afraid of some things," Clint agreed.

"I was afraid, almost losing a brother of mine," Ward said.

"We all fear for you," Balin said. "A sickness lies upon that treasure hoard, a sickness that drove your grandfather mad."

"I am not my grandfather," Thorin rebuffed that.

"Well it seems you have lost your mind!" Coulson exclaimed. "None of us, here, are going to hesitate to go in there..."

"I will not risk this quest for the life of one burglar," Thorin argued deeply in fury.

May looks at Thorin disgustedly. "Bilbo. His name is Bilbo, and he's not, nor will he ever be your burglar. I don't know what has gone into you, but whatever this is, its driving you mad."

"Say, before we continue to gloat are friend here, has anyone noticed that Skye isn't with us," John said.

Coulson looks around and saw that Skye was nowhere to be found. Then, he turns to the doorway, and saw that she had already gone in there too.

"Oh no," Coulson breathed in horror.

* * *

Smaug wasn't finished playing his game with Bilbo. As he continues to search for the helpless little halfling, Bilbo found a place to hide under a stone structure to keep himself out of sight. Smaug could tell he was somewhere close since he could smell him.

"It's Oakenshield," Smaug sniffed through the air, recognizing someone that he once encountered before a long time ago. "That filthy dwarvish usurper! He sent you in here for the Arkenstone, didn't he?" He asked as he circles around the structure.

Bilbo turns to see that the Arkenstone was at the other end of the structure and so he starts to sneak over to the Arkenstone as he continues to lie to the beast. "No, no, no. I don't know what you're talking about."

"Don't bother denying it!" Smaug exclaimed. "I guessed his foul purpose some time ago. But it matters not. Oakenshield's quest will fail. The darkness is coming, it will spread to every corner of the land. As for you thief in the shadows, you have been used. You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth nothing."

"No. No. No, you're lying!" Bilbo exclaimed, refusing to believe him.

"What did he promise you... a share of the treasure?" Smaug wondered if that was the case. "As if it was his to give. I will not part with a single coin. Not one piece of it."

Bilbo, hearing that Smaug is on top of the structure, decided to gain the exact moment in seizing the Arkenstone that lying a few feet away from the structure and makes a run for it. Smaug sees him and whips his tail, sending Bilbo, the Arkenstone, and gold flying everywhere. Bilbo tumbles and lands against a pillar.

"My teeth are swords!" Smaug continues to talk about himself and displays his wings. "My claws are spears! My wings are a hurricane!"

Bilbo rose up and began to notice something. On the left side of Smaug's chest, there was a missing scale. He began to recall something back in Esgaroth. Bain, Bard's son, had mentioned yesterday that Girion loosened a scale on the left side and it would've ended if he had the exact chance to slay the beast once and for all.

"So it is true," Bilbo wihspered to himself. "The black arrow found its mark."

"What did you say?" Smaug fiercely demanded, mishearing on what the young hobbit had just said.

"Uh, uh, I was just saying your reputation precedes you, oh Smaug the tyrannical," Bilbo nervously remarked as he slowly backs up. "Truly, you have no equal on this earth."

Smaug continued to stare at him angrily, but it turns out that he was staring at something else. Bilbo pretended to look confused of why he was staring at him and began to worry that Smaug was ready to devour him, but then he realized that he was staring at him and the Arkenstone. Surprised that the shining jewel was lying just a few feet from him, he gazes at it.

"I am almost tempted to let you take it, if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad," Smaug taunted and begins to rear his head. "But I think not. I think our little game ends here. So tell me, thief, how do you choose to die?"

Smaug's chest began to glow with a light from inside. Bilbo could tell that he was going to send out fire out of his mouth. He knew that this was it. Smaug's head streaks forward, opening his jaw to gobble Bilbo like a wolf. However, Bilbo was quick enough to the mysterious golden ring into his finger and vanishes quickly just as Smaug's jaws close on empty space.

"WHERE ARE YOU?!" Smaug roared.

In fury, he raises his head again, and the glow from his chest travels up his neck and bellows out a massive wall of flames over the area in which Bilbo had been standing. Unseen by him, coins on the ground move as the invisible Hobbit runs away and up some stairs. Reaching a hallway, Bilbo exhaustedly pulls off the Ring and continues running for his life. Smaug rages about, blowing fire and destroying pillars. His roars echo in the distance.

* * *

During the long night in Esgaroth, many people were finished doing work and went back inside their houses to rest and prepare for work again tomorrow. Bolg and his Orcs sneak around on the rooftops, looking for the dwarves.]

"Shugi Khozd-shrakhun hum. Nuzdidiz," _(The filthy dwarf rats are somewhere here. I can smell them.)_ Bolg sniffed quietly to his followers. That was when he began to notice Bofur running through Esgaroth alone, trying to find Kingsfoil. Bolg and other orcs spy him from a rooftop. He turns to his lackeys and growled softly "Khozd!" _(Dwarves!)_

While unaware that he was being followed by Bolg and his hunting party, Bofur was successful in finding a pig eating some weeds. Seeing that the weed was in fact Kingsfoil, the plant that would heal Kili's wound, he quickly yanks it out of the pig's mouth and examines it, then smiles and turns to get back to Bard's house immediately with the medicine.

Bolg, however, was staring to suspect that Bofur was going to bring that Kingsfoil to the dwarf he shot back outside the Woodland Realm. Refusing to let that happen, he signals his Orc lackeys to follow the dwarf since he would lead him directly towards Oakenshield.

Back at Bard's house, Sigrid heard a noise coming outside and thought that both her father and brother returned to make preparations to kill Smaug. While Bain had been running back to the house after hiding the Black Arrow, Sirgid tried to call out for them while leaning over the balcony outside the front door.

"Da... Bain?!" Sigrid called out to them. "Is that you, Da?"

Sigrid looks around for her father and brother, but doesn't see any of them. She look up, but was unaware that Bolg and his gang of Orcs were creeping on the roofs of the neighboring houses.

"I'm telling you Fitz, this is bad, I don't even know what's taking Bofur so long," Jemma sighed ignorantly. "He should be back by now."

"It maybe a small town Jemma, but I'm sure he'll find this Kingfoil weed, whatever it is,"

"What are you saying?" Jemma asked, concerned.

"I'm saying that this could be something," Fitz said, imaginging about something. "If this type of weed is special in this part of the world, what if we..."

Jemma started to sound thrilled and excited on what Fitz was meaning. "What if we could find more and make into medicine and..."

"...Save lives!" Fitz exclaimed and lowered his voice. "I like this plan."

"Okay, so once Bofur gets back, will find out what it looks like and see if we get either sample... or a seed," Jemma suggested excitedly.

"If you think of wanting to get seeds for Kingsfoil, I think should find it somewhere in Mirkwood, the Misty Mountains, or even Eriador as well," Oin suggested until he stopped when he heard a noise on the roof.

"What was that?" Fitz asked, looking up.

As Sigrid turns to walk back inside, an Orc drops down on the balcony behind her. Sigrid turns quickly and screams in the sight of horror. She quickly slams the door, but the Orc stops it with his sword to prevent it from closing. Hearing the screams, Fili, Jemma, Fitz, Tilda, and Oin jump up suddenly and gasp when they heard.

"Oh no," Fitz gasped.

Hearing the scream, Bofur quickly hurries back to the house and find what was going on, but before he could do, he looks to see an Orc Berserker leaping down at him from above. As the Orc swings its axe, Bofur falls backward and drops the Kingsfoil to the ground.

At the house, another door opens and an Orc strides inside to attack. Jemma screams, but Fitz and Oin throw a stack of plates at the Orc's head, causing it to retreat outside. That was when another Orc breaks through the roof and falls into the house to join the brawl. The first orc at the door swings at Sigrid, at she falls backward onto the table benches. She slides under the table and pulls the bench sideways next to her as a shield. Fili grapples with an Orc. As another orc falls in through the roof, Tilda throws a plate at it until Sigrid pulls her under the table as well.

"Jemma, get down!" Fitz exclaimed.

"Fitz!" Jemma cried as she crawls under the table.

One orc tried to grab her, but Fitz pushes a bench at it, knocking it over. Fitz then grabs the end of the bench and throws it up, hitting the Orc very hard in the head. It wasn't going to be enough as more orcs jump in through the roof, and one approaches Kili, who is lying in bed.

Bofur tries to crawl away, but the Orc grabs him by the legs and pulls him back, then throws him onto a table which tips and causes Bofur to roll away. The orc raises its sword to cut Bofur down, but is suddenly skewered by an arrow through its chest and falls over the floor dead.

In the house, the Jemma, Sigrid, and Tilda scream in terror as two Orcs flips over the table they were hiding under. Another Orc leaps to the balcony in front of the house, but suddenly, out of nowhere, Tauriel appears and stabs it in the throat with her knife. She pulls out her other knife as well, and begins killing the Orcs in the house. Legolas jumps in through one of the holes in the roof and joins her in the fight against the Orcs. The Orc approaches Kili and grabs him by the wounded leg. Kili screamed in terrible pain, but Tauriel was fast enough to throw one of her knives which plunged it into the Orc's throat. Legolas and Tauriel slay Orcs left and right.

Bain runs into the house to see that its overun by Orcs. He grabs a wooden plank and hits about three Orcs that were in his way. He runs inside when an Orc runs at him.

"Get down!" Fili ordered when he grabs Bain and forces him down.

Tauriel kills the Orc, then turns to kill another one. Kili stabs the Orc as well with the knife Tauriel had thrown earlier, and they together kill the Orc. But then, Kili falls over onto the floor, howling in pain, and Tauriel looks at him in horror and confusion while Bolg's lieutenant flees from the house and jumps over the balcony, landing in a boat in the water below.

"Ekinskeld. Obguranid!" _(Oakenshield has gone!)_ Bolg's lieutenant yelled to his commanding leader, who strides toward the house.

"Gur! Arangim!" _(Fall back! Regroup at the bridge!)_ Bolg ordered the remaining Orcs to retreat and follow him immediately.

As the fight was almost done, Legolas stabs an Orc and trips it, and it falls backward over the balcony railing and lands in the boat below. The boat acts like a seesaw and sends Bolg's lieutenant, who had jumped into the boat earlier, flying up into the air, where Legolas slices off its head with his knives. As the orc's body falls into the water below, its head still looks at Legolas. Legolas releases the head and it falls. Legolas looks and sees the remaining Orcs running through Esgaroth after Bolg and his remaining troops.

Bofur dazedly gets up and sees the Kingsfoil lying in front of him. He quickly gets up and picks up the weed immediately. Realizing that his companions were in trouble, he quickly runs as fast as he could.

"You killed them all," Bain spoke to Tauriel and Legolas amazedly.

"Why are you here?" Jemma demanded. "Did your King send you and her to bring us back?"

"No," Legolas said. "Your lucky that its not happening."

"There are others," Legolas counted and turns to Tauriel. "Tauriel, come."

While Legolas strides toward the door and prepares to go after Bolg, Tauriel, who had been looking at Kili, who was lying on the ground. Jemma, Fitz, and Oin try to examine him.

"Jemma, its getting worse," Fitz said, feeling his pressure.

"Oh my god, we're losing him!" Jemma cried. "Where's Bofur?!"

Legolas could tell that Tauriel truly cared for Kili and decided to leave her while he takes care of the job. He looks at her for a moment and then walks out the door. Tauriel remains standing while Legolas jumps over the balcony and onto a bridge, then begins running to chase the Orcs. Tauriel looks away and begins to head out the door to follow Legolas. Just as she reaches the door, Kili moans in pain, and Tauriel turns to look at him one last time.

Tauriel hesitated, feeling as if she should follow Legolas or stay to help Kili. Before she was about to make the decision, she heard noise, causing her to grab her knives in alarm. Out of relief, she saw that it was Bofur, who ran up the stairs with the Kingsfoil still in his hands.

"Athelas," Tauriel breathed as her eyes open in shock and takes the leaves from Bofur's stunned grasp. She reverently examines the weed. "Athelas…"

Bofur was confused on why she took it from him and asked worriedly. "What are you doing?"

"I'm going to save him," Tauriel answered.

For minutes, Kili's wound was staring to get worst and Kili was moaning in terrible pain while Tauriel washes and tears apart the Kingsfoil in a tub of water held by Jemma and Tilda, who had volunteered to help. Fili, Oin, Fitz, Bain, and Bofur pick up a moaning Kili and lay him on the table and try to hold him down.

"Hold him down," Tauriel ordered as she approaches with the bowl of water and examines Kili's wound. Seeing how black and festered it is, she looks away in worry. As the others look on, Tauriel closes her eyes and begins chanting in Elvish while she kneads the soaked Kingsfoil in her hand, then presses it to Kili's wound.

"Menno o nin na hon i eliad annen annin, hon leitho o ngurth," _(May the blessing that was given to me be sent from me to him, may he be released from death.)_ Tauriel continued to chant in her own language.

As Tauriel continues to chant, Fili, Jemma, Fitz look at her strangely and amazed by this while Oin listened in amazement through his fairly dented hearing trumpet. Tauriel's chant with the Kingsfoil was working and Kili slowly calms down to feel the pain lessening.

After healing Kili, the young dwarf was lying on the table with his head in a basket of walnuts while Tauriel was gently binding his leg with a clean cloth.

"I don't what Agent Coulson would say about this, but that was something," Fitz said, amazed by this.

"Hmm, I've heard tell of the wonders of elvish medicine," Oin remarked. "That was a privilege to witness."

Kili slightly opens his eyes and looks at Tauriel. "Tauriel."

"Lie still," Tauriel calmly said.

"You cannot be her," Kili groaned, still feeling the pain that continued to go down. "She is far away. Sh- She is far, far away from me, and she walks in starlight in another world. It was just a dream." As he said that, he slowly raises his hand and entwines his fingers with Tauriel's. "Do you think she could have loved me?"

* * *

In the mountain, Skye was first to bravely go down the mountain to rescue Bilbo from Smaug. She charges with his sword out through the tunnels, and stops as flames light up the walls of the tunnel. She runs out onto the same overhang Bilbo had earlier reached, then stops abruptly when she sees the mountain of treasure all around her.

"Oh my god," Skye breathily gasped, seeing a lot of coins, jewels, and antiques everywhere. That was when she spotted Bilbo running up the stairs.

"Bilbo!" Skye waved her hand, getting his attention.

"What are doing here?!" Bilbo exclaimed.

"What happened?" Skye sharply asked in a worry.

"The dragon is coming, we need to go, now!" Bilbo panicked.

"Let's go!" Skye shouted.

Before the two were about to make their escape, they saw that someone else was here, blocking the entrance from whence Bilbo and Skye came by. It was Thorin.

"Did you find the Arkenstone?" Thorin asked desperately.

"Thorin, there's no time for this, we need to go!"

"The dragon's coming!" Bilbo exclaimed.

"The Arkenstone?!" Thorin loudly asked. He pauses and speaks again, more quietly. "Did you find it?"

Skye turns to Bilbo and quietly asked. "Did you?"

Bilbo was hesitant and took a moment to answer. He began to realize that something was wrong with Thorin, as if he was only caring about the Arkenstone rather than him and Skye.

"No," Bilbo answered.

"Alright, so we need go," Skye hastily said.

Before Skye and Bilbo tried to reach the tunnel and make their escape before Smaug notices them, Thorin swung his sword across it, blocking the entrance to prevent them from going forward. He presses the blade against both Skye and Bilbo, and the two slowly stumble back.

"Thorin, what are you doing?" Skye asked, confused and worried on what he was doing.

Ignoring her words, Thorin continued to step forward, forcing Bilbo and Skye to step back. Bilbo's eyes are open in fear, and Thorin's face is steel and blank of emotion. Skye couldn't wonder what was forcing Thorin to react like this. Before Thorin was about to continue moving, Coulson, Natasha, Ward, May, and Clint appraoch from behind the dwarf and aim their I.C.E.R.'s at him since they saw what he was doing.

"Thorin, put it down!" Coulson ordered loudly. "Put it down!"

"Coulson stop!" Skye shouted.

"I want it," Thorin breathed.

"Thorin, we are going to put you down if you don't drop the weapon!" May exclaimed.

"You better do as we say, Thorin," Natasha said, aiming her gun at him.

"Where is the Arkenstone?" Thorin fiercely demanded.

"Dam it Thorin, we're not going to say it again!" Ward angrily yelled. "Put it down!"

"Thorin, they're going to put you down!" Skye panicked. "Just drop it so we can go!"

"Put it down now!" Clint loudly ordered. "On the count of three! One... two..."

Before Coulson, Natasha, Ward, May, or Clint were ready to open fire and put Thorin asleep due to his hunger over the Arkenstone, they all suddenly hears a sound in that direction. They to turn to see Smaug approaching over the mountain of treasure. Smaug glares directly at Thorin, recognizing him, and snarls in fury. Suddenly, the others run out of the tunnel and turn to face Smaug with their weapons drawn out.

"Ah, Clint," Natasha responded in shock upon seeing the dragon's appearance.

"Time to go," Clint said. "We've been here long enough. I just don't think that Smaug guy is quite happy, my guess he's pissed."

"Coulson, we need to go!" May shouted. "Now!"

Smaug roars and rushes at them; his chest and neck glow orange."You will burn!"

"RUN!" Coulson screamed.

Just as Smaug bellows fire at them, Coulson, Skye, May, Ward, Bobbi, John, Trip, Izzy, Natasha, Clint, Bilbo, and the dwarves turn and jump off the staircase and tumble down the pile of treasure and land near the entrance to another tunnel, which they hastily run into.

"Come on, Bilbo!" Bobbi shouted, pulling him in.

Angrily, Smaug breathes fire in all directions. Thorin, the last one in the door, is pushed in by the force of the flames. He runs into the room at the other end of the tunnel with the back of his coat on fire, and he throws himself on the ground and rolls to extinguish the flames.

"Coulson, I'm sorry," Skye apologized.

"This is the reason why you should've stayed back Lake-Town!" Coulson yelled at her directly. "Why can't you follow orders?"

"Bilbo was our friend, you were all arguing too long about what to do, so I decided to go down there by myself to get him out," Skye argued.

"What you did was suicide!" Coulson exclaimed. "You may not be an agent, but doing something like that could've gotten you killed! So next time..." He pulls out a loaded gun and hands it over to her. "...follow orders. Do you understand?"

"I understand," Skye complied and took the gun.

"If anyone asks, now that we're stuck in this place, is there anyway we can all get the hell out of here?" Clint asked, turning to Trip.

"Well don't ask me, ask the Prince that," Trip suggested since he doesn't know much about Erebor.

"Everyone, follow me," Thorin beckoned the group to follow him.

"You heard him, follow his ass," Natasha ordered and followed the dwarf leader. "C'mon!"

"Well, you what this means, we're all dead ducks," John sighed with a slight smile in his face and turns to follow as well.

"Coulson," May placed her hand on Coulson's shoulder before moving forward. "We made a mistake."

"I know, but we're going to get out of here... alive, all of us," Coulson promised. "No one stays behind. Do you understand? I got us all into this when I took this mission."

"Fury is going to court-martial us," May

"Then let him," Coulson suggested.

* * *

Four almost an hour, the group had been hiding in the dark realm of Erebor. With relief in their faces, there is no sign of of the dragon. Seeing that everything was clear, they emerge out of a tunnel and approach a stone bridge over a chasm below.

Thorin raises his hand and quiets the group. "Shh. Shh."

"Quiet," Coulson whispered.

The group follows Thorin near the foot of the bridge and peer around the edge of the tunnel, looking for any sign of Smaug.

"Do you we've given him the slip?" Skye asked, quietly.

"No, he's too cunning for that," Dwalin disagreed.

"He's around here," John whispered, using his eyes to look sideways for any sign of beast.

"Do you think he'll probably ambush us?" Bilbo quietly asked Bobbi.

"I hope not," Bobbi whispered back.

"So where to now?" Natasha asked Thorin on what they plan to do.

"The western guardroom," Thorin quietly answered her question. "There may be a way out."

"Well that's a relief," Natasha sighed in a whisper.

"Thorin, are you sure that's wise?" Balin asked quietly to him. "It's too high. There's no chance that way."

"If it's our only chance," Coulson whispered to him. "Then we have to try. We can't stay in this spot forever. Otherwise, he'll find us."

"I'm with you too, Coulson," John whispered, agreeing.

Quietly, the group tiptoe across the bridge, looking all about. That was when a coin falls to the floor right in front of Bilbo and rings very loudly. Everyone freezes and all look at Bilbo, who frantically checks his jacket to see if some coin had been stuck in a fold. Hearing another coin fall, they look up and see Smaug crawling just above them, looking for them. Skye covers her mouth in horror, fearing as if Smaug would see them, but out of luck, he hasn't. Thorin, Coulson, Natasha, May, John, and Bobbi motion for the group to keep moving.

After crossing the bridge, the Company quickly run through a hall and emerge in the western guardroom. They all stop abruptly when they see that the guardroom was full of rotted, dust, and cobweb-covered corpses.

"What happened here?" Skye asked, looking at the corpses.

Coulson noticed a landslide or something has blocked the exit and responded. "Either that, there must've been an earthquake, I guess these dwarves were trapped and left in the room to die."

"Our own kin," Dwalin responded in despair upon seeing the corpses.

"Then that's it, then," Clint slighed with his eyes closed. "There's no way out."

"If there's no way out, then what?" Trip asked, wondering if anyone here had a plan.

"So far, there doesn't seem to anything," Natasha said. "If we some muscle, we could get the entrance opened, but no."

"But why would they come here?" Izzy asked about the dwarves that died in this room.

"They must have come here, hoping beyond hope," Balin sighed, feeling a sliver of tear coming down his right eye. "We could try to reach the mines. We might last a few days... without food... or even water."

"There's got to be a way out of this place," Skye said.

"What if we can quietly reach back the way we came," Ward suggested. "Think of it, he's still wondering around the place, and if one of us could try and distract him..."

"Its suicide Ward," May said.

"We have to figure out another plan," May said. "Cause none of us don't want to end up dead."

"None of us will not die like this," Thorin said. "Cowering, clawing for breath." He turns around to face the group and thought of a difficult plan. "We make for the forges."

"He'll see us, sure as death," Dwalin stated since the dragon had a good sense of sight and smell.

"Not if we split up,"

"Thorin, we'll never make it," May worriedly said.

"Your plan is suicide, I can tell you that," John said.

"Yep, him and me both," Ward agreed too.

"Some of us might," Thorin assumed if that was going to happen Lead him to the forges. "We kill the dragon. If this is to end in fire, then we will all burn together. So who's with me?"

"Well, you can't us out, but, killing him will probably earn me a promotion," Clint agreed.

"Never thought I was going to die like this, but you can count me in," Trip said, joining the suicide plan.

"I'll give that dragon a bit of something if he tries to bite my ass off," Izzy joined along the plan.

"Fine, but I'll hold you accountable, should anything happen," John openly agreed.

"So what's the plan?" Coulson asked.

* * *

After solving a plan, Thorin, Coulson, May, Bilbo, Bobbi, Balin, and Skye run out onto the bridge from earlier, hoping to get Smaug's attention.

"You think this plan will work?" Skye asked.

"I don't know," Coulson hastily replied back.

"For the record sir, this mission is suicide," Bobbi huffed. "I hate this job."

"C'mon, this way!" Thorin yelled as he ran.

Suddenly, a large booming sound came from nearby. The seven could tell that Smaug was coming, and as the dragon emerged from his hiding place, Thorin, Coulson, May, Bilbo, Bobbi, Balin, and Skye froze in terror.

"Flee, flee! Run for your lives!" Smaug mocked them. "There is nowhere to hide little thieves."

"Run!" May shouted.

"That's it," Smaug chuckled. "Run as all you desire. This mountain will be your tomb."

"John, its now or never!" Coulson cried out, giving him the signal.

"Copy that," John complied and emerged from his hiding spot and shoots several bullets ta the beast from up above another bridge.

"You dare?!" Smaug growled.

"You wanna eat me, try to eat my bullets if you can!" John mocked him.

Smaug was enraged by John's insults and so he move upwards towards the lonely agent, but then he turns at another sound. Ward, Dori, Trip, Ori, Izzy, and Bombur were running on another bridge and yelling to distract Smaug.

"Behind you, you overgrown lizard!" Trip yelled.

"Come get us if your too slow to keep up!" Izzy mockingly shouted.

Ward fires a couple of shots at the beast, but no affect. Smaug looks at them and then lunges toward the six that began to turn and run in different direction.

"Come on!" Dori cried.

"Keep running!" Ward shouted.

As Smaug chases the second group, Thorin, Coulson, May, Bilbo, Bobbi, Balin, and Skye continue to run across the bridge. That was when Dwalin, Clint, Nori, and Natasha run across another bridge and yell to distract Smaug also.

"Hey you... here!" Dwalin yelled viciously at the dragon.

Smaug turns and jumps at them, but the four run off the bridge and into a tunnel just before Smaug's claw lands where they were. That was when Gloin and Bifur use this chance to run across a bridge and make it into a tunnel as well. Angrily, Smaug blows fire after them. He blows rapidly in an arc all around him, into all the tunnels. His fire causes the stones beneath Gloin and Bifur to glow in heat. They reach a cliff and leap into the air, landing in large troughs which they slide down. They land in the buckets of a large hanging conveyor belt system used in the past for mining.

Thorin, Coulson, May, Bilbo, Bobbi, Balin, and Skye turned a corner into a corridor lined with tunnels either side. They quickly run through the hallway and found a small side tunnel. It was very small to prevent Smaug from following them. It wasn't long until Smaug was getting close to where they were. As Coulson, May, Bilbo, Bobbi, Balin, and Skye were about to enter the small tunnel, Thorin continues to un forward.

"It's this way!" Balin yelled at him. "This way! Come on!"

Bilbo stops by the tunnel, and calls out to Thorin, who is still running ahead and straight into a dead end. "Thorin!"

Thorin turns and begins to go back to Coulson, May, Bilbo, Bobbi, Balin, and Skye, but stops suddenly. They all see that Smaug had caught up and turned the corner at the end of the hallway.

"Follow Balin!"

"Thorin, c'mon!" May yelled.

Balin and Coulson pull Bilbo and May into the side tunnel just as Smaug's chest glows orange and he unleashes his fire throughout the hall. Thorin runs the other way and leaps into the air, falling into a deep pit. He catches onto a chain with a bucket at the end of it, and it begins descending just as Smaug leaps into the pit as well. Smaug claws his way down the tunnel, snapping at Thorin on the chain.

Dwalin runs up to the mouth of the pit and cried in alarm. "Thorin!"

Without hesitation, Dwalin raises his axe and smashes it into the machinery holding the chain Thorin was holding on to, and the chain stops descending abruptly. Beside Dwalin, a heavy holding bucket on the other end of the same chain begins descending rapidly, causing Thorin's chain to fly upward. Thorin soars upward, narrowly missing Smaug's head. Smaug turns and manages to grab the end of Thorin's chain, stopping its movement. Smaug pulls down, at the machinery holding the chain at the top of the pit breaks free of its moorings and falls into the pit. Hit chain slack, Thorin falls and lands right on the tip of Smaug's closed mouth. He stands on Smaug's top lip as Smaug growls and opens his mouth; fire is visibly rising up his neck. Just as Smaug snaps closed his mouth to eat Thorin, Thorin leaps to the side and grabs another chain. Smaug turns to bite him, but the falling machinery strikes him in the face. Nori, at the top of the pit, hits another machine, and its gears spin rapidly, pulling Thorin on his chain rapidly upward. Smaug roars and blows smoke straight up the pit after Thorin. Thorin manages to reach the top and throw himself on a ledge just as the fire erupts beside him. He stumbles over to Nori.

"Go! Go!" Thorin bellowed at Nori to run.

Thorin and Nori run through narrow slits between tall, stone pillars and join the others who were all standing in front of several massive dwarf furnaces, each at least 10 yards high.

"Well, its looks like we're at the forges," Natasha remarked. "Only, there seems to be a problem."

"This plan of yours doesn't seem to be working," Ward told Thorin. "These furnaces are like, well, cold."

"He's right, there's no fire hot enough to set them ablaze," Balin agreed.

"The furnaces are all dark, with no sign of fire within," Coulson studied the furnances.

"If we had fire, we could use it turn them on," Skye sighed.

Thorin turns back toward the pit and thought of another plan as he whispered. "Have we not?" Then he raises his voice directly at the pit where Smaug was, insulting and taunting him. "I did not look to see you so easily outwitted!"

"What the hell are you doing?!" Clint exclaimed.

"You have grown slow and fat in your dotage," Thorin continued to taunt the beast. "Slug."

As Smaug snarls and advances due to hearing the insults, Thorin gets behind a pillar and yells to the others to do the same.

"Take cover. Go!" Thorin yelled.

They all rush behind pillars just as Smaug unleashes his flame at them. The fire goes past the pillars and reaches all the way to the furnaces. The dwarves and Bilbo, though not in the direct path of the fire, yell from the pain, heat, and pressure. As Smaug stops, fire suddenly comes out of the bottoms of the furnaces, and they begin glowing and working. Smaug growls in confusion and anger. The dwarves run from the pillars as Smaug begins battering at them with his head. They are immensely strong, like a latticework of metal, but they begin to bend under Smaug's tremendous strength.

"Bombur! Get those bellows working. Go!" Thorin ordered his companion to get to work.

"Alright!"

Bombur runs and leaps onto a chain next to a forge. The chain slides down with his weight, and he lands on the handle of a massive bellows. The bellows compress and blast air into the furnace, which exhumes bright blue flames. On top of the furnaces was a massive pile of unrefined gold, at least 10 yards in diameter.

Thorin turns and sees the latticework continue to bend from Smaug's bashing. He focuses on Coulson. "Coulson! Up there, on my mark, you and your team have to pull that lever." He points them toward a lever high up on a mound.

"Alright, you heard him!" Coulson yelled. "Follow me!"

"You heard him, move!" May shouted.

"Skye! Bilbo! Stay with me!" Bobbi loudly ordered the two to stay with her and held her two guns.

The dwarves run toward the forges as the latticework begins to break. They quickly get themselves into every position and make their preparations to end Smaug's reign of terror.

Thorin grabs Balin and asked. "Balin, can you still make some flash-flame?"

"Aye, It'll only take a jiffy," Balin stated and beckoned Dori to follow him. "Come on!"

"We don't have a jiffy," Dwalin said, looking at the latticework, which is bending dangerously from Smaug's blows.

Under the force of Smaug's onslaught, the latticework finally gives way and falls to the ground. With no latticework, Smaug storms into the furnace room and looks around in search of the group. While Smaug continues to search for them, Balin and Dori ran into a storage room nearby and began to frantically mix together various powders into jars to make flash-flame bombs. Balin knew those bombs were useless since they can't harm the dragon completely.

"Where's the sulfur?" Balin asked.

"You sure you know what you're doing?" Dori wondered.

"Aye, I don't know, but these bombs won't harm them, but will distract him instead," Balin answered.

Coulson, May, Ward, John, Natasha, Clint, Bobbi, Izzy, and Trip clamber up some steps and reach the lever mounted high on a tower. That was when Smaug spots them and begins to walk towards them, ready to burn them into ashes. John, Izzy, Trip, Ward, May, Coulson, Natasha, and Clint fire their weapons at the beast all at once, but no effect.

"Dam, these bullets are even penetrating!" Ward exclaimed.

Before Smaug raises his head to look to finish Coulson, May, Ward, John, Natasha, Clint, Bobbi, Izzy, and Trip, he suddenly makes a stop. He then looks to the side and spots Thorin standing there. Instead of finishing Coulson's team, Smaug turns to focus on Thorin and snarls at him due to remembering the insults he said to him.

"Now?" Skye asked frantically in a worry.

"Now!" Coulson yelled.

Without hesitating, Coulson, May, Ward, John, Natasha, Clint, Bobbi, Izzy, and Trip pull down on the lever just as Smaug lunges toward Thorin. Before that happens, huge jets of water burst out of carved faces in the wall behind the group and slam into Smaug, knocking him off balance and quenching the flames he was beginning to blow at Thorin. Smaug slides into the side of a furnace from the force of the water, and the glow in his chest disappears. Roaring in rage, Smaug flaps into the air and begins thrashing about madly. The jets of water cause a watermill to begin turning some gears, which causes the various rope conveyor belts to begin operating. Some of them are full of heavy chunks of rock and ore.

Bombur continues going up and down on his chain, pumping the bellows and turning the furnace fire blue. Atop the furnaces, the solid impure gold begins to glow and melt. Smaug begins crawling toward Thorin again. Above him, Gloin and Bifur have arrived on the bucket conveyor belt. As Bilbo begins to climb down the mound, Smaug approaches Thorin. Suddenly, there is a flash of blue light on the side of his head. Balin and Dori are throwing flash-flame bombs at Smaug. However, Smaug is not at all fazed by them and continues toward Thorin. Above Smaug, Gloin raises his axe and cuts the rope of the conveyor belt full of heavy rocks below him, dropping tons of rocks on Smaug and making him fall to the ground, roaring.

As the gold atop the furnaces is completely melted now, Thorin runs over to a furnace and pulls on a chain, opening a gate which allows the molten gold to flow out of the furnaces and through troughs built into the ground. Smaug, tangled in the ropes of the conveyor belt, thrashes about and hits the rope of the conveyor belt Gloin and Bifur are in, breaking it and knocking it to the floor. They miraculously land on the ground unhurt. Beneath Smaug, rivers of molten gold flow through the troughs on the floor.

Thorin turns and begins running, shouting back at the dwarves. "Lead him to the Gallery of the Kings!"

As Smaug thrashes about, one of the heavy metal buckets tangled on him goes flying toward Bilbo on top of the mound. Bilbo yells and ducks, and the bucket misses him but takes large chunks out of the wall.

Thorin grabs a wheelbarrow and runs while pushing it, dodging Smaug's thrashing limbs. Smaug's tail smashes into the base of the mound, cracking it and worrying Bilbo. Thorin throws the wheelbarrow into a channel of gold and leaps into the wheelbarrow; it floats on the gold and is carried along. Seeing this, Smaug roars and whips his head around, finally getting rid of the ropes and buckets tangled around him. He stomps over to a small entrance at the base of the mound where all the troughs of liquid gold join and lead out of the room. Before he can get to Thorin, Thorin on his wheelbarrow floats through the entrance, just as the mound collapses and Coulson's team jump off to safety falls.

Coulson, May, Ward, John, Natasha, Clint, Bobbi, Izzy, and Trip take off running with Smaug in pursuit. They quickly leap onto a large stone slide before Smaug can grab either of them, and Smaug slides after them, demolishing all the stone structures nearby with his wings. They quickly run through a doorway and into a massive hall adorned with banners hundreds of feet tall. Just as he runs in, the wall above the doorway explodes as Smaug jumps through it. Bilbo runs frantically from the flying rocks, but is caught beneath the cloth of a falling banner and knocked to the floor. Smaug leaps to the floor and shouts angrily.

"You think you could deceive me, Barrel-rider?" Smaug shouted angrily at Bilbo, and turned his attention at the S.H.I.E.L.D. team. "I should've known you were in league with these humans."

"It was all part of the plan," Coulson spoke to him.

"What'a you doing?" Skye whispered sharply in fear.

"Hmm, oh I see it was, but it seems I've underestimated you," Smaug said. "You are not the first human to have ever faced the wrath of Smaug."

"We don't want to kill you, but we will," Natasha warned him.

"Hmm, you can try little thieves in the shadow," Smaug taunted her and the group. "But, I think all of this was a ploy." He takes a moment to smell them and then began to realize something. "Of course, you all come from Esgaroth, the town in the heart of the lake. There must've been some sort of scheme hatched between these filthy dwarves and those miserable cup-trading Lake-Folk. Those sniveling cowards with their longbows and black arrows! Perhaps it is time I paid them a visit."

"Oh, no," Coulson gasped in the sight of horror on what Smaug planned to do. He scrambles to his feet and runs after him. "This isn't their fault! Stop!"

Smaug makes a stop and turns durectly at Coulson. "What do you mean, stop?"

"The people of Esgaroth had nothing to do with this, it was all us," Coulson admitted his faults.

"Please don't punish them, punish us," Skye pleaded.

"So you care about them, do you?" Smaug chuckled in delight. "Good. Then you can watch them die."

Just as Smaug turns and strides off down the hall, a voice sounds from one end of the hall, where there is a massive stone structure that looks roughly like a dwarf.

"Here, you witless worm!" Thorin called, insulting the dragon.

Smaug stops in his track, snarling and squinting in anger for a moment, and then turns to face the Dwarf Prince. "You."

"I am taking back what you stole," Thorin glared angrily at the beast.

Smaug thought the dwarf was bluffing and decided to finish him once and for all. He slowly walks towards the lone dwarf. "You would take nothing from me, Dwarf. I laid low your warriors of old. I instilled terror in the hearts of men. I am King under the Mountain."

"This is not your kingdom," Thorin growled angrily at the beast. "These are dwarf lands, this is dwarf gold, and we will have our revenge."

Unseen by the dragon, there were a lot of chains that were attached to various places on the back of the stoned structure Thorin was standing on, and the ends of these chains are held by the other dwarves, who rallied together and awaited Thorin's signal to pull the chains as hard as possible. As Thorin continued to stare and taunt the beast as long as he could, Smaug was enraged and his entire body, the chest and neck, began to glow with fire as a sign that he was ready to burn the dwarf prince to crisp and dust. Thorin didn't fear what was about to come, and focused his exact revenge in killing the beast once and for all. He slowly reaches up toward a rope above him and gives the signal to the other dwarves as well. Thorin yanks on the rope, and a pin behind the stone falls out, releasing heavy wooden bands and chains that had been wrapped tightly around the stone.

Smaug reared his head in confusion, wondering what the dwarf was up to. However, he realized too late that the other dwarves pulled mightily on their chains, and more pins similar to the first are pulled out of the stone. The stone structure, which is now revealed to be the mold into which the liquid gold from earlier poured into, falls apart and reveals a massive statue of a dwarf king, made entirely out of solid gold. Thorin swings away on a rope to escape the rocks that were falling down to where he was and made it to safe place. As for Smaug, his eyes widen in awe when he stared at the golden statue. His eyes were left open and felt like he was in a trance. He continued to stare at the golden statue and felt a desire that he wanted to have it as part of his collection. Smaug didn't even focus on Thorin and the dwarves, and his eyes only focused on the statue, and his mouth opened slightly in greed.

Suddenly, the gold around the statue's eyes began to quickly warp and then explode into large dots of liquid. the gold in the statue had not yet fully solidified, and the entire statue collapses and explodes into burning hot liquid. Smaug roars in anger as the statue melts, and scrabbles backward to escape the gold. However, he cannot move fast enough and the tidal wave of gold hits him and knocks him over. As he roars, he is entirely smothered and drowned in the gold, which fills the entire hall in a layer several feet deep. The gold settles, and no sign of Smaug is seen. The dwarves begin to smile in joy, but suddenly, the surface of the golden lake explodes as Smaug leaps out, his whole body covered in gold.

"Ahh! Revenge?!" Smaug screamed in anger and pain. "Revenge! I will show you REVENGE!"

As everyone in the company look on in shock, Smaug runs down the hallway and takes off in flight, crashing open the great doors of Erebor. He flaps his wing and lifts off into the sky, spinning and causing the remaining gold on him to fall off in a golden shimmer. He swoops off toward Laketown.

Somewhere in the ruined city of Dale, Agent Hill ad her fellow agents were activtaing the S.H.I.E.L.D. SOS Transponder to call for immediate backup from Director Fury.

"Repeat, this Agent Hill, requesting immediate backup!" Agent Hill raised her voice.

"Agent Hill, look!" One of the agents cried, pointing directly at Smaug.

"Oh my god," Agent Hill gasped quietly.

Coulson, Skye, May, Ward, Bobbi, John, Izzy, Natasha, Clint and Bilbo run out of the destroyed gates of Erebor and climb up some ruins, looking on in horror to see Smaug towards the lake.

"Oh no," Coulson murmured in the sight of horror. "What have we done?"

"Coulson," A voice coming from his communication. "Coulson, come in."

"Hill, what's happened?" Coulson asked.

"Oh thank god your alright, listen, I got contact," Hill informed.

"From who?" Coulson asked deliberately for an answer.

"Fury," Hill answered.

"Tell Fury, that we need backup right now," Coulson ordered.

"Coulson?" Ward asked his team leader. "What are your orders?"

Coulson turns to him and the others. "We're going to stop Smaug and his reign of fire before he brings fire to us."

* * *

Smaug was preparing to unleash another firestorm, like he did in the past. Now, his focus is on Esgaroth, home of Dale's descendants. Just as Smaug was getting close, bells were ringing, and people are frantically loading their possessions into boats to evacuate immediately. During the evacuation, Othur was overseeing his soldiers and servants carrying boxes containing his gold and valuables.

"I warned you," Othur panicked. "Did I not warn you what would come of dealing with dwarves?! Now they've done it! They've woken the dragon. They brought the apocalypse upon our heads! Come on! Quickly! Quickly!" He turns to pull a candlestick in the wall sideways. In a split second, it turns out to be a secret lever, and a nearby bookshelf falls backward to reveal a hidden staircase and boat landing with the Master's boat waiting. "Faster now! I'm trying to evacuate myself here! Careful, men. Never mind the books! Get on, get the rest of it!"

Immediately, his guards and servants quickly load all the gold and other valuables onto the Master's boat and make their preparations to leave at once before the dragon comes.

* * *

As the townspeople frantically paddle their loaded boats through the canals, Tauriel watches directly at the sky ominously. With her her elf-hearing, she can hear Smaug approaching and roaring as he swoops overhead. Knowing that they were out of time, she enter's Bard's house and prepares the group to leave.]

"We have no time, we must leave!" Tauriel hastily ordered the group to leave the house at once.

"You heard him, let's go," Fitz beckoned and turned to Jemma, who was helping Fili and Bofur get Kili up from the table. "Jemma c'mon, hurry!"

"Help me get him up," Jemma hastily said to the two dwarves.

"Come on, brother," Fili said.

"I'm fine," Kili told him, brushing his brother's hand off his shoulder. "I can walk."

"We're not leaving," Bain refused to leave the house. "Not without our father."

"Look, there's no time for this, can you hear what's going on out there?" Fitz asked.

"Fitz is right, if you stay here, you and your sisters will die in here," Jemma warned. "Tell, do you think that's what your father would want?"

"No," Bain said, shaking his head.

"Then let's not argue, c'mon," Jemma hastily beckoned everyone to leave the house at once as she helps put on Tilda's coat. "Stay right with me."

* * *

Elsewhere, Bard had been trying to break out of his prison cell while Braga and the guards had immediatly left the building without him. Since there were no other prisoners that were brought in, it seems that Bard was the only man in here.

"Open the door!" Bard shouted, clutching the cell bars. "Do you hear me!" He stops as he sees Smaug flying high above the town, then frantically tries to break the lock. When it doesn't break, he rushes to the other side of his jail cell, which is on an arch of a building overhanging a canal. "Oh no."

* * *

Tauriel, Jemma, Fitz, Fili, Kili, Bofur, Oin, Bain, Tilda, and Sigrid quickly run out of the house and head towards Bard's barge that remained. Tilda noticed two pugs with their puppies that were barking. With her sister's help, she gently carries them into the barge. Cutting the ropes, the group quickly set off down the canal, poling the boat through the floating chunks of ice.

"So far, so good," Fitz said. "There's plenty of room for more, we should help some of the townspeople here."

Just then, Smaug swoops low overhead, and the townspeople scream. Smaug soars high above and away from the town, then turns and dives steeply toward the town, building up fire in his chest. As he gets over the town, he unleashes his flames, and he breathes his fire in a line all the way across the town. People scream, some falling and dying in the terrible firestorm the dragon unleashed.

Elsewhere, Othur and his men, including Alfrid, poled their boat loaded with treasure through the water, while the dragon had been setting things to fire around them.

"Come on! Come on! Faster! FASTER!" Othur cried and noticing the terrible chaos around him. "Oh if only only we could take more of these poor people with us, but they are hardly..."

"...worth it," Alfrid finished his sentence. "I quite agree." He turns to see a man climbing onto the boat, but kicks him in the face and back into the water.

The man was swimming for his life until he was rescued by Percy, who him up onto his barge filled with a lot of people. Percy looks up and couldn't imagine such chaos the dragon brought before him and the Lake-Folk. While Percy had enough room for more people to board his barge, Tauriel, Jemma, Fitz, Fili, Kili, Bofur, Oin, Bain, Tilda, and Sigrid did the same thing by allowing more than thirty-four people to get on Bard's barge as fast they could. Most of the people were children, crying in horror as many more of the townsfolk were trampling each other in their efforts to escape the dragon and the fire.

"Move it! Move it!" Othur loudly ordered his men to row faster. "Come on, faster!" He paused to notice some of his treasure falling into the water. "My gold, my GOLD!"

"We're carrying too much weight," Alfrid panicked, trying to decide what to throw overboard. "We need to dump something."

"Quite right, Alfrid," Othur greedily said as he decided to push his Deputy overboard.

Not even caring to rescue his loyal servant, Othur suddenly realized that a cloth loop fell from above and catched around the Master's throat. Unaware and confused on where it came from, he didn't look above since the rope came from Bard, who just made the rope out of his blanket and tying one end to his cell bars and let the other end, the loop, out of the window and over the canal, where it has conveniently caught the Master.

Braga, who was at the front of the boat, wasn't noticing what was happening and yelled at his men. "Faster! Faster!"

As the barge pulls ahead, the rope loops pulls the Master back, but then he gets stuck in front of the boat's rear post. As the rope tightens around him, he gags and chokes. Eventually, the pressure is so much that the entire side of Bard's prison break, and Bard escapes. Othur frantically pulls the rope away from his throat and gasped for air while Bard stared menancely at him. Seeing how greedy and vile he was, Bard saw that he only cared for his own wealth rather than the people who were screaming in horror during the terror of the firestorm.

Smaug continues to fly around overhead, blowing flames out of his mouth and many people continued to dash and scream. Bard knew that Esgaroth was lost, but he wouldn't lose hope if he had breaks through the guardroom window and grabs his bow and quiver, testing his bowstring. He pushes out some of the shingles in the upper story and clambers out onto the roof, where he has a good vantage point. He ducks low as Smaug flies by almost overhead.

Bard runs across the rooftops, heading toward the bell tower, the tallest building in the town. As he keeps on leaping roof to roof, Smaug turns his head to notice the bowman and soared down to kill him. Bard turns his head and quickly finds a good spot to avoid the dragon's massive sharp feet. The impact caused him to roll down the burning roof, but the bowman was quick enough to lay an arrow very hard to prevent him from falling into the water.

Knowing that he was running out of time, Bard climbs rapidly up the winding steps of the bell tower. Once at the top, he pulls all the arrows out of his quiver and looks out at the sky. As Smaug soars by, Bard shoots an arrow at him; however, the arrow merely bounces off Smaug's scales and falls to the ground. Bard, standing directly below the ringing bell, gets nauseated by the booming sound, so he pulls out his dagger and cut's the bell's rope, silencing it. He shoots another arrow at Smaug, but this, like the first bounces harmlessly off.

In the canals below, Tauriel, Jemma, Fitz, Fili, Kili, Bofur, Oin, Bain, Tilda, and Sigrid were on the barge with the people they saved. That was when they turn to notice Bard at the top of the tower.

"Da!" Bain called out to him first, but no response.

"DA!" Tilda cried out to him.

"He hit it!" Kili screamed in surprise, seeing how Bard was shooting another arrow which harmlessly hitting the dragon. "He hit the dragon!"

"No..." Tauriel breathed in horror.

"He did! He hit his mark, I saw!" Kili exclaimed.

"His arrows cannot pierce its hide," Tauriel examined the beast's scales, knowing how useless and difficult it was to kill a dragon. "I fear nothing will."

Bain looks down disconsolately, then suddenly looks up and notices the state of the Master of Laketown, and below it, the boat in which he'd hidden the Black Arrow his father had asked him to keep safe. Bain's face turns to a determined look. As their barge passes under a hanging hook, Bain leaps up and grabs it, swinging clear of the boat. Bofur tries to grab him to prevent him from leaving and missed, causing him and everyone to yell after him.

"What are you doing?!" Fitz exclaimed.

"Come back!" Jemma screamed. "Bain, come back!"

Bain uses the hook and the crane it is attached to to swing to the dock, from where he runs toward the boat with the Black Arrow.

"Leave him, we cannot go back!" Tauriel yelled.

"Bain!" Tilda cried out to her brother, who was about to do something that was suicide.

* * *

At the top of the tower, Bard reaches for his arrows, only to find that was only one left. He hesitates in fear, then grabs it and shoots Smaug. This time, Smaug passes so close to the tower that the wind knocks Bard over. Smaug howls, feeling the arrow, although it didn't hurt him. That was when his son appears at the top of the bell tower.

"Dad!" Bain called, looking around for him.

"Bain?! What are you doing?! Why didn't you leave?! You were supposed to leave!" Bard yelled in distraught.

"I came to help you," Bain said.

"No! Nothing can stop him now!" Bard cried, beginning to lose hope.

Bain holds up the Black Arrow. "This might."

Bard gratefully looks at it and then stroke's Bain's face. "Bain - you go back. You get out of here now!"

Looking beyond Bard, Bain turns his eyes directly at Smaug who was approaching towards the tower rapidly. It seems he was determined on where the arrows were coming from.

"DAD!" Bain yelled out a warning.

Before taking cover, Smaug smashes through the top part of the bell tower. Bard finds himself lying down on the remaining top of the tower, but there was no sign of Bain.

"BAIN!" Bard cried out desperately for his son.

Out of relief, Bain is hanging by one arm to the remains of the tower; he has the Black Arrow in the other. Bard grabs Bain's arm and hauls him back up. Meanwhile, Smaug lands closeby in the town, crushing buildings underneath him. He is directly in the way of the Master's boat. Bard pulls the Black Arrow out of the hands of the petrified Bain and stands up, facing Smaug.

Smaug turns to face directly at Bard and bellowed in rage at his enemy. "Who are you that would stand against me?!" He soon noticed that Bard was trying to grab his bow, only to find that it was broken in half when Smaug smashed into the tower earlier. "Now that is a pity. What will you do now, Bowman? You are forsaken. No help will come."

Bard looks around frantically, but there is nothing to help him. He tries to figure out different strategy before Smaug begins walking toward him, crushing the buildings beneath him. Looking at the tower, Smaug growls and licks his lips. He continues speaking to Bard.

"Hmm," Smaug growled and licks his lips as he notices Bain. "Is that your child? You cannot save him from the fire. He will BURN!"

As Smaug continues to approach, Bard fixes the two broken halves of his bow into the walls of the belltower, with the bowstring taut between them. He fixes the Black Arrow to the bowstring, and lays the front end of the Black Arrow on the shoulder of Bain, who is standing in between the fixed pieces of the bow and facing Bard. Bain pants in fear since he can hear Smaug approaching from behind him, but can't see him.

"Stay still, son," Bard calmly ordered his son to remain still like a statue. "Stay still."

"Tell me, wretch," Smaug gloated. "How now shall you challenge me?!"

As Smaug continued to taunt him in observation, Bard ignored him and instead focused directly at the missing scale on Smaug's chest, the scale that was broken by his ancestor Girion. Hoping to achieve and finish where his ancestor left off, Bard let loose a small smile since he could see where he had to aim.

"You have nothing left, but your DEATH!" Smaug howled, approaching more rapidly.

"Bain! Look at me," Bard called to him. "You look at me."

Bain looks over his shoulder at the dragon, fearing that this was it, but Bard strains with the effort of holding the Black Arrow taut.

"A little to your left," Bard ordered.

Bain shifts a little to his left, moving the tip of the arrow to the right, toward the spot where Bard noticed the missing scale on Smaug. Once Smaug was close, Bard releases the Black Arrow and it flies off at high speed from Bain's shoulder. It hurtles through the air and sinks all the way to the feathers, almost 6 to 7 feet, directly into Smaug's chest through the spot without the missing scale.

As Smaug leaps forward in pain and fear, Bard grabs Bain, just as Smaug careens into the tower. Bard and Bain fall with the tower into the water as Smaug rolls and slides through the town, destroying everything in the town. He struggles to fly into the sky. With massive effort, he manages to flap a few hundred feet up, screaming and wheezing in pain, then gasps for breath. His eyes lose their light, and he falls back down upon the city, dead, with the end of the arrow sticking out of his heart. He lands directly upon the Master's boat, crushing it and killing everyone on board.

* * *

The sound of Smaug's landing began to hit the ground very hard, unleashing a couple of ground echoes throughout the land, all the way to Skye and the dwarves on the ruins of Raven Hill.

"What was that?" Ori asked. "What happened?"

"It fell, I saw it," Bilbo said, noticing Smaug following into the water.

"Are you sure?" Skye asked.

The group all peer out and stare directly at the burning town Smaug had caused. It wasn't long until dawn was striking. They take a moment to see and by shock, they noticed a very large corpse that had been floating above the water of the lake. It was the corpse of a dragon that was shot to death by a Black Arrow.

"I don't believe it, he's dead," Skye gasped.

"By my beard, I think he's right," Gloin understood what he meant and spots several birds can be seen cawing and approaching Erebor. "Look there! The ravens of Erebor are returning to the mountain!"

"Aye, word will spread," Balin nodded, sounding very thrilled of the news of Smaug's demise. "Before long, every soul in Middle-earth will know that the dragon is dead!"

As the dwarves laugh in glee, Skye and Bilbo turn to stare directly at Thorin. They could tell that something was wrong with him since they haven't forgotten on what he almost did by pointing his sword directly at them, as if he was wanting to kill them for failing to retrieve the Arkenstone. The two continue to watch him run down from the lookout point and makes his way back to the gates of Erebor.

* * *

By the shores of the lake, Coulson, Ward, May, Trip, Izzy, Bobbi, John, Natasha, and Clint had been running and running right next to the shore of the Long Lake. Seeing the terrible devastation that Smaug, the team could see many people that had evacuated during the carnage.

"Hold it, I'm picking up something," Natasha said, tracking something from her S.H.I.E.L.D. wrist tracker.

"What is it?" Ward asked.

"Close," Natasha answered.

Coulson could tell that was nothing but an invisible Quinjet that soon became visible to reveal itself in front of the team. The backdoor hatch opens immediately, and coming out first was Director Nick Fury.

"Fury," Coulson grinned.

"Agent Coulson, you and I are going to have a chat," Director Fury said, not looking to happy. "A long chat."

"Glad to see that backup has arrived,"

"Oh they have," Director Furry nodded. "But I'm not the only one who is backup."

Seconds later, a tall, handsome looking man slowly steps out of the Quinjet and stands behind Fury. The team was surprised that the backup Fury brought was none other than Steve Rogers, also known to be the famous Captain America, the First Avenger.

"Agent Coulson," Steve greeted and gave him a salute.

"At ease," Director Fury ordered. "We got a lot of work to take care of."


End file.
